Browning West, which also owns approximately 5% of Gildan’s outstanding shares, explained that the Superior Court of Quebec dismissed the Board’s Hart-Scott-Rodino Act (the HSR Act) legal application in its entirety, finding no violation of the HSR Act.

The Judge indicated that the “appropriate forum for the parties’ fight is not the courtroom, but rather the upcoming shareholders’ meeting.”

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Additionally, the Quebec Financial Markets Administrative Tribunal dismissed another application brought by Gildan’s Board, which sought various orders regarding Browning West’s proxy solicitation, including a prohibition on Peter Lee standing for election as a director at Gildan. Lee is a co-founder and partner at Browning West.

The Tribunal concluded that granting the relief sought by Gildan would not serve the public interest, stating: “Gildan’s application aims to satisfy private interests, not the public interest.”

Usman S. Nabi and Peter M. Lee of Browning West said in a statement: “We are pleased that the Board’s frivolous legal proceedings aimed at preventing shareholders from securing necessary boardroom change have been dismissed in their entirety. Since day one, we have maintained that Browning West did not breach the HSR Act and that we have complied with proxy solicitation rules every step of the way.

“The Board has continually pursued entrenchment, obfuscation, and disparagement of dissenting shareholders in an attempt to avoid accountability. The Board has also repeatedly tried to weaponise legal action with the primary purpose of undermining and delaying Browning West and shareholders from exercising our rights at the upcoming Annual Meeting.

“These rulings represent a clear repudiation of the tactics deployed by Gildan’s entrenched Board. While it is unfortunate these directors have shamelessly wasted millions to attack shareholders in what is quickly becoming the most expensive proxy fight in Canadian history, we are encouraged that these legal sideshows have finally been laid to rest.”

In response, Gildan told Just Style that, despite Browning West’s claims, neither the Financial Markets Administrative Tribunal (FMAT) nor the Quebec Superior Court stated that Gildan’s lawsuits were ‘frivolous’.

Gildan said the court FMAT and Quebec Superior Court had decided not to rule on whether there was a breach of the proxy solicitation requirements or the HSR Act.

A spokesperson for Gildan added: “Furthermore, Browning West has indefinitely suspended its application seeking to interfere with the conduct of the 28 May AGM. It no longer seeks that the Quebec Superior Court appoint a new chair of the meeting or impose a meeting protocol. Gildan is focused on a successful AGM.”

This announcement follows the ongoing feud between Gildan and its shareholders, with Browning West seeking to elect eight of its independent director candidates to Gildan’s Board at the upcoming Annual Meeting of Shareholders scheduled for 28 May 2024.