NEW YORK, June 4 /CNW/ - Crescendo Partners LP ("Crescendo") announced
today that it has released an open letter to shareholders of The Forzani Group
Crescendo's letter summarizes the objectives of Crescendo in nominating
Mr. David Sgro and Mr. Barry Erdos to the board of directors of Forzani and
the issues at stake in this election. Crescendo continues to believe that the
growth of Forzani and the potential to increase shareholder value depends on
shareholders voting the YELLOW proxy.
Forzani is attempting to cloud the issues by focussing on misleading
personal attacks on the Crescendo nominees rather than addressing the issues.
Eric Rosenfeld, managing member of Crescendo, stated "We strongly believe that
our nominees, Barry Erdos and David Sgro, will add significant value to the
board of Forzani. Barry Erdos and David Sgro, have combined expertise in
corporate governance, capital markets, accounting, transaction/mergers and
acquisitions, product development and soft goods/apparel retailing, and a
proven track record of success and have the perspective and experience needed
to provide valuable new insight to this board." With approximately 5.1% of
Forzani's shares, Crescendo owns a larger percentage of Forzani than the
cumulative total percentage owned by all current "independent" members of the
board. Excluding the non-independent directors (Mr. Forzani, the company's
founder, and Mr. Sartor, the company's chief executive officer) the remaining
five incumbent board members own a combined 0.4% of Forzani, less than
one-tenth of Crescendo's ownership level. Mr. Rosenfeld emphasized that
"Forzani needs directors who reflect the views of those with a meaningful
economic stake in the company, whose interests are aligned with those of
The complete text of the letter to shareholders is provided below.
June 4, 2009
Open Letter to Fellow Shareholders of The Forzani Group Ltd.
Crescendo, one of the largest shareholders of Forzani, is seeking your
support to bring much-needed shareholder-focus to the board.
Crescendo has a long and successful history of demonstrating that it is a
constructive investor that is capable of bringing value to shareholders.
Shouldn't the board of your company be focussed on driving shareholder value
as well? The Crescendo nominees are committed to imposing a sense of urgency
to the board and enhancing value. Those objectives can only be regarded as
positive, but Mr. Forzani and the current board would have you believe
While Mr. Forzani appears focussed on making misleading personal attacks
against the Crescendo nominees, we continue to remain focussed on the issues:
- Forzani's track record in achieving targets established in previous
business plans is woefully inadequate and unacceptable - the board of
Forzani needs an environment of accountability, oversight and
representation that will ensure that the recently announced strategic
plan is executed and that targets are met.
- Forzani's board has not been proactive and has not undertaken
important strategic initiatives in a timely manner - the board of
Forzani needs representation that will take immediate and necessary
action to create value and consider issues from a different point of
view than the current board.
- Forzani needs directors who reflect the views of those with a
meaningful economic stake in the company, whose interests are aligned
with yours - Crescendo is one of Forzani's largest shareholders with
a strong history of unlocking shareholder value that will impose a
sense of urgency in the actions of the board.
We strongly believe that the Crescendo nominees, Barry Erdos and David
Sgro, will add significant value to the board of Forzani. Mr. Sgro and Mr.
Erdos, with their combined expertise in corporate governance, capital markets,
accounting, transaction/mergers and acquisitions, product development and soft
goods/apparel retailing, have a proven track record of success and have the
perspective and experience needed to provide valuable new insight to this
board. These nominees possess the vision and commitment to enhance value for
the benefit of all shareholders of Forzani.
The importance of change to the Forzani board also has been recognized by
RiskMetrics Group - ISS Governance Services, a leading independent proxy
voting advisory and corporate governance services firm used by financial
institutions worldwide, in recommending that shareholders vote on Crescendo's
YELLOW proxy to elect Barry Erdos to the board. RiskMetrics indicated in its
report that Crescendo has raised valid concerns about the board's oversight of
management and management's inability to deliver on its targets and that
change is warranted.
Shareholders can support the Crescendo nominees by voting the YELLOW
proxy form shareholders received in the mail. Your YELLOW proxy must be voted
by any one of the methods described on the form no later than 10:00 a.m.
(Toronto time) on Monday June 8, 2009. To ensure your vote is received in
sufficient time, we recommend you vote by internet, telephone or fax. Each
vote is important regardless of how many shares you own. If you have already
voted using the management "white" proxy you have every right to change your
vote by simply executing the YELLOW Proxy. It is only the latest dated proxy
that will count.
If you have any questions and/or need assistance, please call Laurel Hill
Advisory Group at 1-888-726-9085 or outside North America call collect at
Thank you for your consideration.
CRESCENDO PARTNERS L.P.
Eric S. Rosenfeld
For further information:
For further information: Eric S. Rosenfeld, Managing Member, Crescendo
Partners LP, Contact info: Eric Rosenfeld, erosenfeld "at"
crescendopartners.com, (212) 319-7676