JOINT FILING AND SOLICITATION AGREEMENT
Exhibit
99.1
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of Charming
Shoppes, Inc., a Pennsylvania corporation (the “Company”);
WHEREAS,
Crescendo Partners II, L.P., Series Q, a Delaware limited partnership
(“Crescendo Partners”), Crescendo Investments II, LLC, a Delaware limited
liability company, Crescendo Partners III, L.P., a Delaware limited partnership,
Crescendo Investments III, LLC, a Delaware limited liability company, Xxxx
Xxxxxxxxx, Xxxx Partners Inc., a Delaware Corporation (“Myca Partners”), [Myca
Master Fund, Ltd., a Cayman Islands company], Xxxxxx Frankfurt, Arnaud Ajdler
and Xxxxxxx Xxxxx wish to form a group for the purpose of seeking representation
on the Board of Directors of the Company at the 2008 annual meeting of
stockholders of the Company, or any other meeting of stockholders held in lieu
thereof, and any adjournments, postponements, reschedulings or continuations
thereof (the “2008 Annual Meeting”) and for the purpose of taking all other
action necessary to achieve the foregoing.
NOW,
IT
IS AGREED, this 11th day of
January
2008 by the parties hereto:
1. In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of
1934,
as amended (the “Exchange Act”), each of the undersigned (collectively, the
“Group”) agrees to the joint filing on behalf of each of them of statements on
Schedule 13D with respect to the securities of the Company to the extent
required under applicable securities laws. Each of the undersigned
agrees to the joint filing of any necessary amendments to the Schedule
13D. Each member of the Group shall be responsible for the accuracy
and completeness of his/its own disclosure therein, and is not responsible
for
the accuracy and completeness of the information concerning the other members,
unless such member knows or has reason to know that such information is
inaccurate.
2. Each
member of the Group, including its respective affiliates, agrees not to directly
or indirectly, sell, transfer, make any short sale of, loan, grant any option
for the purchase of or otherwise dispose of any securities of the Company except
to other members of the Group who agree in writing to this
Agreement.
3. Each
of the undersigned agrees to form the Group for the purpose of soliciting
proxies or written consents for the election of the persons nominated by the
Group to the Board of Directors of the Company at the 2008 Annual Meeting and
for the purpose of taking all other action necessary to achieve the
foregoing.
4. Crescendo
Partners and Myca Partners shall have the right to pre-approve all expenses
in
excess of $1,000.00 incurred in connection with the Group’s activities and agree
to pay directly all such expenses on a pro rata basis between Crescendo Partners
and Myca Partners based on the number of Shares in the aggregate held by each
of
Crescendo Partners and Myca Partners on the date hereof. In addition
to the other expenses to be shared by Crescendo Partners and Myca Partners
pursuant to this Section 4, the reasonable legal fees and expenses of each
member of the Group shall be considered a Group expense.
5. Each
of the undersigned agrees that any SEC filing, press release or stockholder
communication proposed to be made or issued by the Committee in connection
with
the Group’s activities
set forth in Section 3 shall be first approved by Crescendo Partners and Myca
Partners, or their respective representatives, which approval shall not be
unreasonably withheld.
6. Should
any disagreement arise between Crescendo Partners and Myca Partners concerning
decisions to be made or actions to be taken in connection with the Group’s
activities set forth in Section 3, including, but not limited to the activities
identified in Section 5, Crescendo Partners shall have the sole authority to
resolve any such disagreements and take any such actions as it sees
fit.
7. The
relationship of the parties hereto shall be limited to carrying on the business
of the Group in accordance with the terms of this Agreement. Such
relationship shall be construed and deemed to be for the sole and limited
purpose of carrying on such business as described herein. Nothing
herein shall be construed to authorize any party to act as an agent for any
other party, or to create a joint venture or partnership, or to constitute
an
indemnification. Nothing herein shall restrict any party’s right to
purchase securities of the Company, as he/it deems appropriate, in his/its
sole
discretion.
8. This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute but one and the
same
instrument, which may be sufficiently evidenced by one counterpart.
9. In
the event of any dispute arising out of the provisions of this Agreement or
their investment in the Company, the parties hereto consent and submit to the
exclusive jurisdiction of the Federal and State Courts in the State of New
York.
10. Any
party hereto may terminate his/its obligations under this Agreement only after
the later of (a) the first business day following the conclusion of the 2008
Annual Meeting, or (b) on
24 hours’ written notice to all
other parties, with a copy by fax to
Xxxxx Xxxxxxx at Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”),
Fax No. (000)
000-0000.
11. Each
party acknowledges that Xxxxxx shall act as counsel for both the Group and
Crescendo Partners and its affiliates relating to their investment in the
Company.
12. Each
of the undersigned parties hereby agrees that this Agreement shall be filed
as
an exhibit to the Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the
Exchange Act.
2
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
|
CRESCENDO
PARTNERS II, L.P., SERIES Q
|
||
|
By:
|
Crescendo
Investments II, LLC
General
Partner
|
|
|
By:
|
/s/
Xxxx Xxxxxxxxx
|
|
|
Xxxx
Xxxxxxxxx
Managing
Member
|
||
|
CRESCENDO
INVESTMENTS II, LLC
|
||
|
By:
|
/s/
Xxxx Xxxxxxxxx
|
|
|
Xxxx
Xxxxxxxxx
Managing
Member
|
||
|
CRESCENDO
PARTNERS III, L.P.
|
||
|
By:
|
Crescendo
Investments III, LLC
General
Partner
|
|
|
By:
|
/s/
Xxxx Xxxxxxxxx
|
|
|
Xxxx
Xxxxxxxxx
Managing
Member
|
||
|
CRESCENDO
INVESTMENTS III, LLC
|
||
|
By:
|
/s/
Xxxx Xxxxxxxxx
|
|
|
Xxxx
Xxxxxxxxx
Managing
Member
|
||
| /s/ Xxxx Xxxxxxxxx | |
|
XXXX
XXXXXXXXX
|
|
MYCA
MASTER FUND, LTD.
|
||
|
By:
|
Myca
Partners, Inc.
its
Investment Manager
|
|
|
By:
|
/s/
Xxxxxx Frankfurt
|
|
|
Xxxxxx
Frankfurt
President
|
||
3
|
MYCA
PARTNERS, INC.
|
||
|
By:
|
/s/
Xxxxxx Frankfurt
|
|
|
Xxxxxx
Frankfurt
President
|
||
|
/s/
Xxxxxx Frankfurt
|
|
|
XXXXXX
FRANKFURT
|
|
/s/
Arnaud Ajdler
|
|
|
ARNAUD
AJDLER
|
|
/s/
Xxxxxxx Xxxxx
|
|
|
XXXXXXX
XXXXX
|
4
