Ashworth, Inc. and The Knightspoint Group have reached an agreement relating to Ashworth's upcoming 2006 Annual Meeting of Stockholders. Under the terms of the Settlement Agreement, the Company has appointed two of Knightspoint's proposed candidates, David M. Meyer, Managing Member of Knightspoint Partners LLC, and Peter M. Weil, Partner of Lighthouse Retail Group LLC, as new independent directors to the Board of Directors.
David Meyer and Peter Weil will be included in the Company's proxy statement as candidates for election at the 2006 Annual Meeting. In addition, a third independent director, to be mutually agreed upon by Knightspoint and the Company, will be added to the Board as soon as practicable. Under the terms of the Settlement Agreement, Mr. Meyer will be appointed to the Compensation and Human Resources Committee and a new Special Committee of five directors will be promptly established (with three of the committee members designated by the Company and two by Knightspoint) for the purpose of overseeing the Company's ongoing exploration of strategic alternatives. As part of the settlement, Knightspoint has withdrawn its proposed By-law amendments and its nomination of candidates for election to the Board of Directors and has agreed to vote its shares in favor of all of the Board's nominees. The Annual Meeting has been scheduled for July 17, 2006.
Randall L. Herrel, Sr., Ashworth's Chairman and Chief Executive Officer, said, “We are pleased that this matter has been resolved in a manner that serves the best interests of all Ashworth stockholders. Our Board and management team remain focused on continuing to implement the profit improvement initiatives we outlined late last year and further improving the Company's operations and financial performance. Furthermore, our Board continues to actively work with our independent financial advisor to identify and evaluate a range of strategic alternatives to enhance stockholder value, including a possible sale of the Company.”
James B. Hayes, lead independent director of Ashworth's Board of Directors, said, “The Board of Directors is committed to enhancing value for all Ashworth stockholders. We welcome the input we have received from Knightspoint and believe this agreement represents a positive result for our Company and our stockholders. We look forward to working closely with David and Peter and benefiting from their years of experience to help the Company continue to enhance stockholder value.”
On behalf of Knightspoint, Michael S. Koeneke, Managing Member of Knightspoint Partners, said, “We are pleased to be able to work constructively with Ashworth with the shared goal of maximizing the value of the Company. We look forward to playing an active role in the Company's ongoing exploration of strategic alternatives and are confident that our nominees to the Board will bring the energy and determination to help see the process through to a successful conclusion.”
Knightspoint Partners LLC is an investment firm that takes active positions in undervalued public companies and, as necessary, pursues value-creating change.
