On January 21, 2024, Gildan Activewear Inc announced that it has learned that Browning West, LP accumulated shares in violation of the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) as part of its misguided campaign to reinstall Glenn Chamandy as CEO of Gildan. The Company stated that by acquiring shares in excess of the threshold without notifying the US Federal Trade Commission and US Department of Justice and the Company, and without waiting 30 days to acquire the shares after providing notice, Browning West violated US law. In addition, Browning West?s illegal share acquisitions barely put it over the threshold to hold over 5% of a company?s shares, and on January 9, 2024, Browning West sought to requisition a special meeting to take control of the Company and its Board by removing eight sitting directors and appointing eight new directors hand-picked by Browning West, including one of its co-founders and Chamandy.

The Company added that without the shares acquired in violation of the HSR Act, Browning West would have no legal rights to requisition a meeting which was discovered by the Company after it filed a Schedule 13D with the US Securities and Exchange Commission on January 8, 2024. The Board intends to explore all avenues to ensure that shareholders are protected from Browning West?s illegal activity, potentially including notifications to applicable regulators and legal proceedings in the United States and Canada. Browning West informed the Company that it would be belatedly making its filing under the HSR Act but asserted that it was doing so under protest, in an ill-advised attempt to avoid responsibility for its failure to comply with law.

By suggesting that its filing was made under protest Browning West simply compounds its errors and demonstrates both an unwillingness to take responsibility for its actions and the lack of competence to run a proxy fight let alone Gildan?s business. The Board will continue to take all appropriate actions to protect shareholder value, including ensuring that all shareholders play by the same rules.