JOINT FILING AGREEMENT
Exhibit 99.1
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of Amendment No. 11 to the Schedule 13D originally filed on September
15, 2003 (including amendments thereto) with respect to shares of Common Shares,
par value $.40 per share, of CPI Corp. This Joint Filing Agreement
shall be filed as an Exhibit to such Statement. The undersigned
further agree that any amendments to such statement on Schedule 13D shall be
filed jointly on behalf of each of them without the necessity of entering into
additional joint filing agreements.
The
undersigned further agree that each party hereto is responsible for timely
filing of such statement on Schedule 13D and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided that no party is responsible for the completeness or accuracy
of the information concerning any other party, unless such party knows or has
reason to believe that such information is inaccurate.
The
undersigned shall not be deemed to admit membership in a group by reason of
entering into this Joint Filing Agreement.
This
Joint Filing Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such counterparts
together shall constitute but one agreement.
Dated:
February 27, 2009
|
STARBOARD
VALUE AND OPPORTUNITY FUND, LLC
|
RAMIUS
VALUE AND OPPORTUNITY MASTER FUND LTD
|
|||
|
By:
|
RGC
Starboard Advisors, LLC,
|
By:
|
RGC
Starboard Advisors, LLC,
|
|
|
its
managing member
|
its
investment manager
|
|||
|
By:
|
By:
|
|||
|
its
sole member
|
its
sole member
|
|||
|
By:
|
C4S
& Co., L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
managing member
|
its
managing member
|
|||
|
RAMIUS
MULTI-STRATEGY MASTER FUND LTD
|
RCG
STARBOARD ADVISORS, LLC
|
|||
|
By:
|
Ramius
Advisors, L.L.C.,
|
By:
|
||
|
its
investment advisor
|
its
sole member
|
|||
|
By:
|
By:
|
C4S
& Co., L.L.C.,
|
||
|
its
sole member
|
its
managing member
|
|||
|
By:
|
C4S
& Co., L.L.C.,
|
|||
|
its
managing member
|
||||
|
RAMIUS
MERGER ARBITRAGE MASTER FUND LTD
|
||||
|
By:
|
Ramius
Advisors, L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
investment advisor
|
as
managing member
|
|||
|
By:
|
||||
|
its
sole member
|
||||
|
By:
|
C4S
& Co., L.L.C.,
|
|||
|
its
managing member
|
||||
|
RAMIUS
LEVERAGED MULTI-STRATEGY MASTER FUND LTD
|
RAMIUS
ENTERPRISE MASTER FUND LTD
|
|||
|
By:
|
Ramius
Advisors, L.L.C.,
|
By:
|
Ramius
Advisors, L.L.C.,
|
|
|
its
investment advisor
|
its
investment advisor
|
|||
|
By:
|
By:
|
|||
|
its
sole member
|
its
sole member
|
|||
|
By:
|
C4S
& Co., L.L.C.,
|
By:
|
C4S
& Co., L.L.C.,
|
|
|
its
managing member
|
its
managing member
|
|||
|
RAMIUS
ADVISORS, L.L.C.
|
C4S
& CO., L.L.C.
|
||
|
By:
|
|||
|
its
sole member
|
|||
|
By:
|
C4S
& Co., L.L.C.,
|
||
|
its
managing member
|
|||
|
By:
|
/s/
Xxxxxxx X. Xxxxxxx
|
|
|
Name:
|
Xxxxxxx
X. Xxxxxxx
|
|
|
Title:
|
Authorized
Signatory
|
|
|
/s/
Xxxxxxx X. Xxxxxxx
|
|
Xxxxxxx
X. Xxxxxxx, individually and as
attorney-in-fact
for Xxxxx X. Xxxxx,
Xxxxxx
X. Xxxxx and Xxxxxx X.
Xxxxxxx
|
|
/s/
Xxxxx Xxxx
|
|
Xxxxx
Xxxx, individually
|
