Gildan to file application to Quebec Court on Browning West Requisition

As announced on January 21, 2024, the Company learned that Browning West accumulated shares of Gildan in violation of the HSR Act and used these unlawful acquisitions as a basis for the Requisition. The HSR Act’s requirements are clear: any purchaser of voting securities must make a filing with the U.S. Federal Trade Commission and Department of Justice and comply with a 30-day waiting period if the acquisition meets the statute’s thresholds and no exemptions apply. The filing requirement clearly does not depend on whether the share acquisition is part of a broader merger transaction or if it raises substantive antitrust concerns. But for the violation of the HSR Act, Browning West would not have held sufficient shares to exercise the right to requisition a meeting under Canadian corporate law. The Company remains significantly concerned that the basis for Browning West’s Requisition – which they seek to use to take control of the Board – was founded on an illegality. Given these circumstances, the Company will today file an application to the Quebec Court for declaratory judgment that the Requisition is null and void and, as a result, the special meeting of shareholders is cancelled. Notwithstanding the serious concerns regarding the validity of the Requisition, the Board, upon the recommendation of the Committee, determined to call the Meeting and to seek declaratory relief from the Court on this matter. The Company will continue to provide updates to shareholders on any significant developments relating to the foregoing and respond to the matters raised by Browning West as appropriate.