The Knightspoint Group ("Knightspoint") announced thatit has filed a preliminary proxy statement with the Securities andExchange Commission in connection with certain proposals and directornominations Knightspoint intends to make at Ashworth, Inc.'s (Nasdaq:ASHW) next annual meeting. Among other things, Knightspoint proposesto expand the board to nine members and appoint six new directors. Ifand when elected, the Knightspoint nominees for director intend toimplement an aggressive turnaround and value enhancement plan for theCompany as described in Knightspoint's preliminary proxy materials.Although Ashworth earlier communicated an intention to hold its annualmeeting on March 22nd, Ashworth has not yet publicly announced whenthe annual meeting will occur.
As evidenced by its financial results for 2005, we believe thatthe Company's strategies have not been successful. According to theCompany's press release of December 22, 2005, notwithstandingsubstantially higher sales, the Company's 2005 income from operations,excluding special items, declined to $1.5 million from $14.9 millionin 2004, and the Company's 2005 EPS, excluding special items, declinedto a loss of ($0.05) from a profit of $0.66 in 2004.
With its highly qualified Board nominees, Knightspoint intends toset a new course for the Company. As a beneficial owner ofapproximately 7% of the common stock of Ashworth, Knightspoint'sinterests are aligned with Ashworth shareholders. Knightspoint's goalis to maximize shareholder value. To do this, Knightspoint believesAshworth needs a more active board to address management voids, setnew strategic and operational priorities, and establish more effectivefinancial controls. Knightspoint agrees with Ashworth that it isappropriate to explore strategic sale options for Ashworth. However,Knightspoint is concerned that Ashworth's retention of an outsidefinancial advisor for this purpose will not produce the desiredresults without a more engaged board or, perhaps also, a period ofoperational improvement. Knightspoint believes its nominees fordirector will bring to the board the judgment, experience, energy andobjectivity needed both to oversee a strategic sale process as well asimplement an overall improvement plan for Ashworth.
Knightspoint's nominees are:
-- Michael Glazer, who has been President of Team Neu, a private equity firm since August 2005. He was President and Chief Executive Officer of KB Toys from May 1996 until August 2005. He is also a director of Stage Stores.
-- Michael Hecht, who has been an advisor to businesses on product, marketing, distribution and sourcing strategies since 1999. Mr. Hecht currently serves as an advisor to the Board of Directors of Monrovia Nurseries and previously served on the Board of Directors of Carter Hawley Hale Stores, Inc., House of Fabrics, Edison Brothers Stores, Inc. and Applause, Inc. Mr. Hecht served as a director of Ashworth from 1999 to June 2005.
-- Michael S. Koeneke, who is a Managing Member of Knightspoint Partners LLC, an investment firm he co-founded in 2003. From 1997 through 2002, Mr. Koeneke was the co-head and then the Chairman of Global Mergers and Acquisitions at Merrill Lynch & Co., Inc. Mr. Koeneke is a director of CPI Corp.
-- David M. Meyer, who is a Managing Member of Knightspoint Partners LLC, an investment firm he co-founded in 2003. Mr. Meyer has been Chairman of the Board of Directors of CPI Corp. since April 2004 and served as a member of its interim Office of the Chief Executive from October 2004 to August 2005. From 1995 to 2002, Mr. Meyer served in various capacities in the investment banking department of Credit Suisse First Boston, including as a director in the Mergers and Acquisitions and Global Industrial and Services Groups in the firm's U.S. and U.K. offices.
-- Peter M. Weil, who has served as a partner of Lighthouse Retail Group LLC since 2004. Mr. Weil served as Senior Vice President of Retail Forward from 2002 to 2004 and as Director of Management Consulting Services of Management Horizons/PriceWaterhouseCoopers from 1998 to 2002. Mr. Weil previously held Senior Vice President positions with Macy's, Marshalls and J Baker/Morse Shoe in merchandising and supply chain management.
-- Andrea Weiss, who has been the President and CEO of Retail Consulting, LLC, a retail consulting firm, since October 2002. She was President of dELiA*s Corp., a multichannel retailer to teenage girls and young women, from May 2001 to October 2002, and Executive Vice President and Chief Stores Officer of The Limited, Inc. and Intimate Brands, Inc., units of Limited Brands, Inc., a women's retailer, from May 1998 to February 2001. She is also a Director of CBRL Group, Inc. and eDiets.com, Inc.
Additional Information
The Knightspoint Group has filed a preliminary proxy statementwith the Securities and Exchange Commission in connection with thesolicitation of proxies at the 2006 Ashworth annual meeting ofstockholders. The Knightspoint Group will eventually file with theSecurities and Exchange Commission and furnish to Ashworth'sstockholders, a definitive proxy statement and may file othersupplemental proxy solicitation materials. Investors and securityholders are urged to read the proxy statement and any other proxysolicitation materials (when they become available) because they willcontain important information.
Investors and security holders may obtain a free copy of thepreliminary proxy statement and the definitive proxy statement (whenit is available) and other documents filed by the Knightspoint Groupwith the Commission at the Commission's website athttp://www.sec.gov/. In addition, you may obtain a free copy of thedefinitive proxy statement (when it is available) by contactingInnisfree M&A Incorporated toll free at (888) 750-5834 (banks andbrokers call collect at (212) 750-5833).
Detailed information regarding the names, affiliations andinterests of individuals who may be deemed participants in thesolicitation of proxies of Ashworth stockholders is available in thepreliminary proxy statement that was filed by the Knightspoint Groupwith the Commission on Schedule 14A on February 16, 2006.
Some of the statements contained in this release may constitute"forward-looking statements," which, for this purpose, includes allstatements that are not of historical facts. The actual futurefinancial performance of Ashworth could differ materially from thoseanticipated by these forward-looking statements. There can be noassurance that the Knightspoint Group or its nominees will succeed intheir efforts to turn Ashworth around.