Struggling Christopher & Banks Receives Buyout Offer

Aria Partners, which owns 4 percent of the women’s clothing retailer, has agreed to pay $1.75 per share and is taking the offer to shareholders; it said that an offer extended in May was “immediately dismissed.”

An investment management firm that owns a minority stake in Christopher & Banks Corporation has offered to buy the company for $1.75 per share—which represents a 51 percent premium over Monday’s closing price.

The firm, Boston-based Aria Partners, owns 4 percent of the women’s clothing retailer—and the buyout offer is the second one that it has extended.

Aria, which focuses on “retail and consumer-related companies,” said Tuesday that Plymouth-based Christopher & Banks “immediately dismissed” an offer that it made on May 21. Consequently, Aria Partner Edward Latessa said in a letter to the company’s board of directors that the firm is taking this proposal directly to shareholders.

Investors seem to have responded favorably to the buyout offer, as Christopher & Banks’ stock price was trading up significantly on Tuesday morning, peaking at $1.50.

“In a few short years, the company has been reduced from a peak enterprise value of $600 million to a mere $35 million today,” Latessa wrote in his letter to Christopher & Banks’ board. “With the enterprise value down by nearly 95 percent, isn’t it time for a change?”

Latessa pointedly criticized Christopher & Banks’ board for the weak performance that he outlined. “Each year, you spend nearly $1 million in board fees to directors that have overseen a massive deterioration in profits,” he wrote. “Together, the directors’ investment in this company represents only about four months’ worth of directors’ fees.”

Latessa added: “[W]e believe we can fix this company and are willing to put up the capital, expertise, and manpower to do it. Given that it will be our capital at risk, we will be highly motivated and highly incentivized to return this company to profitability.”

In a statement issued Tuesday afternoon, Christopher & Banks said that its board “will review and consider this unsolicited proposal, in consultation with its financial and legal advisors, and determine the course of action that it believes to be in the best interests of Christopher & Banks and its stockholders.”

The company added that it has hired Piper Jaffray & Company and Dorsey & Whitney, LLP, as financial and legal advisors that will assist the board in its evaluation of the proposal. The company is advising stockholders not to take action until the evaluation has been completed.

Christopher & Banks has struggled in recent years and lost numerous key executives—including CEO Larry Barenbaum, who abruptly resigned in February following a disappointing fourth quarter.

For the fiscal year that ended January 28, Christopher & Banks reported a net loss of $71.8 million, which included $9.8 million in charges related to restructuring efforts. President and CEO Joel Waller, who took the helm after Barenbaum’s departure, said during a March conference call that the company boosted average prices by 23 percent in fall 2011, and customers responded negatively to the move.

For the first quarter that ended April 28, Christopher & Banks reported a net loss of $13.4 million. Same-store sales—sales open for at least 13 months and an industry barometer—fell 15 percent during the period.

To boost sales this year, the company said it would slash base prices, and Waller said this fall’s product lines would be priced about 20 percent lower than last year’s.

Christopher & Banks in November announced plans to close 100 stores, cut between 800 and 1,000 jobs, and restructure some of its existing operations by consolidating multiple brands into dual-format stores. In a filing with the U.S. Securities and Exchange Commission, the company said that it closed 105 stores between May 28, 2011 and April 28 of this year; it now operates roughly 665.

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