Performance Sports Group Ltd. disclosed Tuesday that its spurned investor W. Graeme Roustan had begun soliciting votes to be elected to the company's board of directors, against the wishes of management.
The company, which owns the Bauer, Mission, Maverik, Cascade, Inaria, Combat, and Easton brand names, said it had 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 meeting 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.
