Exhibit 99.1
Express Adopts Limited Duration Shareholder Rights Plan
COLUMBUS, Ohio — April 21, 2020 - Express, Inc. (“Express” or the “Company”) (NYSE: EXPR) announced today that its board of directors (the “Board”) unanimously approved the adoption of a limited duration shareholder rights plan (the “Rights Plan”) to protect the interests of all Express shareholders.
In adopting the Rights Plan, the Board has taken note of the unprecedented impact of theCOVID-19 pandemic on the Company, including the considerable decline in the Company’s stock price, the substantial increase in trading volume and market volatility, and the significant impact the pandemic has had across the retail industry. As previously announced, Express stores are closed until further notice and the Company is taking immediate action to help ensure sufficient liquidity throughout the duration of this unprecedented crisis. Given the current environment, and to ensure the Company can continue to execute on its new long-term strategy, The EXPRESSway Forward, the Board believes adopting the Rights Plan at this time is in the best interests of all Express shareholders. The Rights Plan has not been adopted in response to any specific takeover bid or other proposal to acquire control of the Company.
The Rights Plan is similar to plans adopted by other publicly traded companies. The Rights Plan is designed to allow the Company’s shareholders to realize the expected benefits of the Company’s new strategy, The EXPRESSway Forward, and the long-term value of their investment by reducing the likelihood that any person or group would gain control of Express through open market accumulations during the market dislocation caused byCOVID-19 without appropriately compensating all shareholders for such control, or providing the Board sufficient time to make informed judgments.
The Rights Plan is not intended to prevent or interfere with any action with respect to the Company that the Board determines to be in the best interests of shareholders.
Pursuant to the Rights Plan, the Company is issuing one right for each share of common stock as of the close of business on April 30, 2020. The rights will initially trade with Express common stock and will generally become exercisable only if any person (or any persons acting as a group) acquires 10% (or 20% in the case of certain passive investors) or more of the Company’s outstanding common stock (the “triggering percentage”). In the event the rights become exercisable, each holder of a right, other than triggering person, will be entitled to purchase additional shares of common stock at a 50% discount or the Company may exchange each right held by such holders for one share of common stock. Under the Rights Plan, any person who currently owns more than the triggering percentage may continue to own the shares of common stock but may not acquire additional shares without triggering the Rights Plan. The Rights Plan does not aggregate the ownership of shareholders “acting in concert” unless and until they have formed a group under applicable securities laws. The Rights Plan does not contain any dead-hand, slow-hand,no-hand or similar feature that limits the ability of a future board of directors to redeem the rights.
The Rights Plan has aone-year term, expiring on April 19, 2021. The Board may consider an earlier termination of the Rights Plan if market and other conditions warrant.
Additional details regarding the Rights Plan will be contained in a Form8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
