Christopher & Banks spurned the unsolicited offer from a hedge fund because the retailer said its turnaround strategy is working.
Executives at Christopher & Banks on Friday rejected an unsolicited $64 million bid to buy the struggling women's clothing chain.
Aria Partners, a hedge fund based in Los Angeles and Boston, on Tuesday extended an offer to buy the Plymouth-based retailer for $1.75 a share -- a 50 percent premium over the company's closing stock price a day earlier. Aria Partners already owns a 4 percent stake in the retailer.
Christopher & Banks said in a statement Friday that the board and its advisers carefully reviewed the Aria offer but concluded that it falls short. It's best for the company to stay the course with a turnaround strategy that already has "brought stability to and energized the organization," the statement said. Improved sales are expected by the second half of fiscal 2012.
The board also adopted a poison pill "designed to deter coercive or unfair takeover tactics" that is triggered if a potential acquirer accumulates 15 percent or more of the company's common stock.
A management retention plan also was approved, which includes lump-sum payments of one year's base salary to senior vice presidents Peter Michielutti and Monica Dahl at the end of a year, or if the company is sold before then.
Retail veteran Michielutti, who joined the company as chief financial officer in April, has a base salary of $350,000. Dahl's base salary is $262,885, according to documents filed with the Securities and Exchange Commission.
Aria spokesman Mickey Mandelbaum declined to comment on the Christopher & Banks statement.
The fund made initial overtures to the Christopher & Banks board on May 21 but says that it was rebuffed. In Tuesday's letter to the board, Aria partner Edward Latessa wrote that "the deterioration of enterprise value the current management team has wrought upon the company is unprecedented."
The clothing chain, formerly named Braun's Fashions Corp., caters to women between 40 and 60 and has 658 stores in 44 states, mostly in shopping malls. The company has 44 stores in Minnesota.
The company's new strategy involves reducing the number of styles and items offered in the fall collection, reducing the variety of prices for items, improving inventory flow and developing a better marketing strategy that features unique promotions and fewer storewide sales.
In a July 3 company-wide e-mail, Christopher & Banks CEO Joel Waller urged employees to "maintain a 'business as usual' attitude."
"As a team, we have made considerable progress over the last several months on those initiatives -- and I believe that our company is on the right track, in large part, due to your efforts every day," he wrote.
In the 13-week period ended April 28, Christopher & Banks reported $93.6 million in sales, a 15 percent decline when compared with the same period last year. The company lost $13.4 million in the period, results that included an $800,000 in asset impairment and restructuring charges.
In a June 6 report, Piper Jaffray analyst Neely Tamminga reiterated her neutral rating on Christopher & Banks stock. She cited as concerns the company's reliance on key management, volatility in mall traffic, "changing winds of fashion," markdown risk tied to private-label products and "macroeconomic headwinds, such as rising unemployment."
Christopher & Banks shares closed Friday at $1.36, down 13 cents or 8.7 percent.
Staff writers Adam Belz and Patrick Kennedy contributed to this story.
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