No Shareholder Action Required at This Time
Performance Sports Group Ltd. (NYSE:PSG) (TSX:PSG) (“Performance Sports
Group” or the “Company”), a leading developer and manufacturer of high
performance sports equipment and apparel, today disclosed that it has
received a notice from the Walter Graeme Roustan Trust regarding its
intention to nominate W. Graeme Roustan as a director candidate at the
Company’s 2015 Annual and Special Meeting of Shareholders on October 14,
2015.
Performance Sports Group shareholders of record as of the close of
business on August 28, 2015 are entitled to attend the Annual and
Special Meeting of Shareholders and vote their common shares.
Performance Sports Group shareholders are not required to take any
action at this time.
The Company issued the following statement:
Early in the year, Mr. Roustan requested that he be added to the
Company’s Board of Directors. After considering his request, the Board
of Directors, based on the recommendation of the Corporate Governance
and Nominating Committee, unanimously determined that it was not in the
Company’s best interest to recommend that Mr. Roustan be nominated to
the Board of Directors.
It is unfortunate that Mr. Roustan has decided to engage in an
unnecessary and costly proxy contest at a time when it is clear that the
Company is successfully implementing its corporate strategy, capturing
market share and driving performance.
Since its IPO, Performance Sports Group has consistently demonstrated an
ability to drive growth across its sports brands, including solidifying
its position as the No. 1 global hockey brand, acquiring the No. 1 North
American brand in diamond sports, and expanding its presence in the
growing lacrosse market. On a currency-neutral basis, the Company
continues to expect that all of its businesses will grow faster than
their underlying markets and profits will grow faster than revenues.
The Company’s management team has also proven that it can successfully
identify, acquire and integrate accretive businesses. Since 2008, the
Company has effectively completed and integrated seven acquisitions that
have bolstered sales and increased market share in an increasingly
competitive industry. Furthermore, the current Board of Directors is
comprised of nine highly-qualified individuals – eight of whom are
independent. Our directors’ broad and complementary set of skills and
experience make them well qualified to serve and represent the best
interests of all of our shareholders.
The Company will provide shareholders with proxy related materials,
including a WHITE proxy card and a
formal notice and proxy statement, in connection with the 2015 Annual
and Special Meeting of Shareholders in due course. In the meantime
shareholders are urged to ignore any other materials they may receive
until they have had an opportunity to review Performance Sports Group’s
information.
Stikeman Elliott LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
are serving as legal advisors to Performance Sports Group and DF King is
assisting with proxy solicitation.
Additional Information and Where to Find It
The Company has filed an amended preliminary proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) on September 15,
2015 with respect to its 2015 Annual and Special Meeting of Shareholders
(the “preliminary proxy statement”). SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, THE ACCOMPANYING
WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION.
The Company, its directors, executive officers and other employees may
be deemed to be participants in the solicitation of proxies from
shareholders in connection with the matters to be considered at the
Company’s 2015 Annual and Special Meeting. Information about the
Company’s directors and executive officers is available in the
preliminary proxy statement. Shareholders may obtain the preliminary
proxy statement, any amendments or supplements to the preliminary proxy
statement and other documents filed by the Company with the SEC free of
charge at the SEC’s website at www.sec.gov
and on SEDAR at www.sedar.com.
Copies also will be available free of charge by contacting Investor
Relations at (603) 610-5802.
This press release does not and is not meant to constitute a
solicitation of a proxy within the meaning of applicable securities
laws. Shareholders are not being asked to execute a proxy in favor of
the matters set forth in this press release at this time. The Company
intends to file a definitive proxy statement in due course in compliance
with applicable securities law.
Caution Regarding Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of applicable securities laws including with respect to, among
other things, the 2015 Annual and Special Meeting of Shareholders on
October 14, 2015, proxy related materials and shareholder communications
and that, on a currency-neutral basis, the Company continues to expect
that all of its businesses will grow faster than their underlying
markets and profits will grow faster than revenues. The words "may,"
"will," "would," "should," "could," "expects," "plans," "intends,"
"trends," "indications," "anticipates," "believes," "estimates,"
"predicts," "likely" or "potential" or the negative or other variations
of these words or other comparable words or phrases, are intended to
identify forward-looking statements.
Forward-looking statements, by their nature, are based on assumptions,
including those described herein and are subject to important risks and
uncertainties. Many factors could cause the Company's actual results to
differ materially from those expressed or implied by the forward-looking
statements, including, without limitation, the factors identified in the
"Risk Factors" section of the Company’s annual report on Form 10-K,
which is available on EDGAR at www.sec.gov
and SEDAR at www.sedar.com.
Furthermore, unless otherwise stated, the forward-looking statements
contained in this press release are made as of the date of this press
release, and we have no intention and undertake no obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
About Performance Sports Group Ltd.
Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) is a leading
developer and manufacturer of ice hockey, roller hockey, lacrosse,
baseball and softball sports equipment, as well as related apparel and
soccer apparel. The Company is the global leader in hockey with the
strongest and most recognized brand, and it holds the No. 1 North
American position in baseball and softball. Its products are marketed
under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON
brand names and are distributed by sales representatives and independent
distributors throughout the world. The Company is focused on building
its leadership position by growing market share in all product
categories and pursuing strategic acquisitions. Performance Sports Group
is a member of the Russell 2000 and 3000 Indexes, as well as the S&P/TSX
Composite Index. For more information on the Company, please visit www.PerformanceSportsGroup.com.
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