Exhibit 99.2
COOLBRANDS TO ADD FIVE INDEPENDENT DIRECTORS AND
NEW CORPORATE GOVERNANCE INITIATIVES
Toronto, Canada, November 30, 2004 - CoolBrands International Inc. (TSX:
COB.SV.A) today announced a number of corporate governance initiatives that will
include an expansion of the Company's board of directors through the addition of
five new independent directors.
David J. Stein, CoolBrands' President & Co-Chief Executive Officer said, "We are
very pleased that Joe Binder, Irwin Simon, Bob Baker, Mark Stevens and Beth
Bronner have agreed to stand for election as directors of CoolBrands. Each one
is an outstanding and talented executive who brings distinct expertise - retail
industry, financial and consumer marketing - to our Board and will significantly
contribute to CoolBrands' future growth and success."
Mr. Stein added, "We want to ensure that CoolBrands is seen as a company that is
fully supportive of the recent changes in corporate governance standards across
North America. Following these initiatives, I believe that all of our
shareholders will have confidence that their company is in full compliance with
the standards established by Canadian and American securities regulators and
stock exchanges."
Following the annual meeting, CoolBrands' newly-constituted board of directors
will establish a committee of independent directors to conduct a full review of
the Company's corporate governance practices and to make recommendations to the
board of directors with respect to these practices.
"As CoolBrands moves forward, we are committed to establishing and maintaining
higher standards of governance, accountability and transparency" Stein
concluded.
At CoolBrands' next annual meeting of shareholders in February, 2005, the
Company's management will propose to its shareholders a slate of 11 directors
comprised of the Company's current six directors and five new directors. Each of
the new nominees will be independent within the meaning of proposed National
Instrument 58-101 Disclosure of Corporate Governance Practices of the Canadian
Securities Administrators, as well as the independence standards established by
various stock exchanges in the United States. The Company expects to mail proxy
materials with respect to the annual meeting in mid-January, 2005.
Once elected at the annual meeting, the independent directors will form a
majority of the CoolBrands Board. This will bring the CoolBrands' board of
directors in-line with the best practice guidelines established by the Toronto
Stock Exchange and proposed by the Canadian Securities Administrators in
proposed National Policy 58-201
Corporate Governance Guidelines.
The five independent directors to be proposed are:
o Joseph Binder Mr. Binder is Treasurer, Executive Committee Member and
Director of Key Food Cooperative and President of Penguin
Supermarkets, Inc., a privately owned chain of supermarkets operating
under the Key Food banner. He served for many years as the Vice
Chairman of the New York State Food Merchants - Food Industry
Alliance. Prior to joining Key Food in 1976, he served in a variety of
positions in the supermarket industry. From 1957 to 1965, he was Vice
President for Finance for Sloan's Supermarkets. From 1965 to 1976, he
was Vice President for Finance and then President and Chief Executive
Officer of Bohack Corporation, an affiliate of Gulf & Western
Industries. Mr. Binder holds a Bachelor of Science degree in
accounting from Brooklyn College and a Juris Doctorate degree from
Brooklyn Law School.
o Irwin D. Simon Mr. Simon is Chairman of the Board, President and Chief
Executive Officer of The Hain Celestial Group, Inc. (NASD: HAIN). Mr.
Simon founded The Hain Celestial Group in 1993. Today, The Hain
Celestial Group is the world's leading natural and organic foods
company with over $700 million in revenues. From 1990 to 1991, Mr.
Simon served as Vice President, Sales and marketing for Slim-Fast
Foods Company and was responsible for launching Slim-Fast's frozen
food division. From 1984 to 1990, he held various marketing, sales and
executive positions with The Haagen-Dazs Company. Mr. Simon holds a
Bachelor of Commerce degree from St. Mary's University and also is a
member of the board of directors for Jarden Corporation (NYSE: JAH)
and Technology Flavors & Fragrances, Inc. (AMEX: TFF).
o Robert E. Baker Mr. Baker is currently President of The Baker Group, a
private marketing consulting firm. From 1999 until 2003, he was Vice
President, Market Strategy at ConAgra Foods Retail Products Company.
From 1997 to 1999, he was Vice President of Strategic Planning at Dean
Foods Company and from 1994 to 1997, Vice President of
Marketing/Strategy at Specialty Foods Corporation. From 1984 to 1989,
he held a number of marketing positions with Kraft Foods Dairy
Division including Vice President of Marketing. He currently serves as
a Board member of the Milk Processors Education Program (MilkPEP) and
Continental Custom Ingredients (CCI). He was previously a Board member
of The National Cheese Institute and Calgene, Inc. Mr. Baker has a
Bachelor of Science in Electrical Engineering from Tuskegee University
and an MBA in Marketing from Columbia University and spent four years
in the U.S. Air Force, attaining the rank of Captain.
o Mark L. Stevens Mr. Stevens is the Chairman and Managing Director of
Licensing International
LLC, a global strategic consultancy and licensing management firm
founded by him in 1997. From 1985 to 1989, Mr. Stevens served as
President of The Haagen-Dazs Company and Corporate Vice President of
its then parent Diageo. Under Mr. Stevens' leadership, sales tripled,
ice cream bars were launched and Haagen-Dazs converted approximately
half of its business to company-owned distribution operations,
effectively creating the DSD distribution system that CoolBrands
acquired from Nestle in July 2003. In 1973, Mr. Stevens founded
Sunkist Soft Drinks, Inc. as a new subsidiary of Harcourt General and
under his leadership as President introduced Sunkist Orange Soda,
which remains the number one orange soda in the U.S. Mr. Stevens holds
a Bachelor of Arts degree from the University of Pennsylvania and an
MBA from The Wharton School of Business.
o Beth L. Bronner Ms. Bronner is Senior Vice President & Chief Marketing
Officer of Jim Beam Brands Co., a division of Fortune Brands, Inc.
(NYSE: FO). From 1985 to 1990, Ms. Bronner served in a variety of
positions with The Haagen-Dazs Company including Senior Vice President
of Business Development and Strategic Planning and President of The
Haagen-Dazs Shoppes Company. From 1991 to 1992, she was Vice President
of Marketing for Slim-Fast Foods Company. From 1992 to 1994, she was
President of Revlon Professional Products in North America. From 1996
to 1998, Ms. Bronner was Senior Vice President of Citibank, where she
headed marketing for Citibank's retail banking operations in the U.S.
and Europe. From 1998 to 2000, she was President of the Health
Division of Sunbeam, Inc. From 2000 to 2001, Ms. Bronner was President
and Chief Operating Officer of ADVO, Inc. (NYSE: ADVO). Ms. Bonner
holds a Bachelor of Arts degree from Vassar College and an MBA from
the University of Chicago. She is currently a member of the board of
directors of Assurant (NYSE: AIZ) and The Hain Celestial Group (NASD:
HAIN).
Romeo DeGasperis, a current independent director, will be the sixth independent
director. Joe Binder will be designated as the lead director following the
annual meeting.
The six existing directors of CoolBrands will each vote the shares they own or
control in favour of the slate of 11 directors to be proposed at the annual
meeting.
Recent rules established by the Canadian Securities Administrators respecting
the composition of audit committees will begin to apply to CoolBrands from the
date of its upcoming annual meeting. These rules require that CoolBrands' audit
committee consist of a minimum of three independent and financially literate
directors. Following the meeting, the board of directors will reconstitute the
Company's audit committee so that it will comply with these rules, as well as
with the standards established by the Sarbanes-Oxley Act in the United States.
About CoolBrands International:
CoolBrands International is a leader in the consumer products and franchising
segments of the frozen dessert industry, marketing a diverse range of frozen
dessert products under nationally and internationally recognized brand names.
CoolBrands competes in the fast-growing "better-for-you" ice cream category with
offerings such as fat free, non-dairy Whole Fruit'TM' Sorbet and new Atkins'r'
Endulge'TM' controlled carbohydrate super premium ice cream. CoolBrands also
competes in the super premium ice cream category with the Dreamery'r' Ice Cream
and Godiva'r' Ice Cream brands. In addition, CoolBrands markets a wide variety
of "all family" premium ice creams, frozen novelties and frozen desserts under
the Eskimo Pie'r', Chipwich'r', Tropicana'r', Welch's'r', Yoplait'r', Betty
Crocker'r' and Trix'r' brand names.
CoolBrands' subsidiary, Eskimo Pie Frozen Distribution, operates the second
largest "direct store delivery" (DSD) ice cream distribution system in the U.S.,
serving these CoolBrands products and a growing family of Partner Brands to
supermarkets, convenience stores and other retail customers.
CoolBrands' subsidiary, Americana Foods, is a leading U.S. manufacturer and
supplier of soft serve mixes, packaged ice cream, frozen yogurt and sorbet
products and frozen novelties to well known national retailers, food companies
and restaurant chains. Americana Foods also manufactures and sells products for
the foodservice channel, which are extensively used to standardize quality and
reduce labor costs in on-site food preparation.
Coolbrands' Foodservice Division manufactures and sells premium soft serve ice
cream and frozen yogurt to the foodservice industry. CoolBrands also
manufactures and sells a full line of quality flavours, chocolate coatings,
fudge sauces, powders for chocolate milk, egg nog bases and other ingredients
and flexible packaging products for use in private label dairy products in
addition to the Company's brands.
CoolBrands also franchises and licenses frozen dessert outlets operated under a
Family of Brands including Tropicana'r' Smoothies, Juices & More, Swensen's'r'
Ice Cream, I Can't Believe It's Yogurt'r', Yogen Fruz'r', Bresler's'r' Premium
Ice Cream, Golden Swirl'r' and Ice Cream Churn'r', with company owned,
franchised and non-traditional partnership locations around the world.
This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding, among
other things, statements relating to goals, plans and projections regarding the
Company's financial position and business strategy. These statements may be
identified by the fact that they use such words as "anticipate," "estimate,"
"expect," "intend," "plan," "believe," and other words and terms of similar
meaning in connection with any discussion of future operating or financial
performance. Such
forward-looking statements are based on current expectations and involve
inherent risks and uncertainties, including factors that could delay, divert or
change any of them, and could cause actual outcomes and results to differ
materially from current expectations. These factors include, among other things,
market factors, competitive product development and promotional activity, the
level of consumer interest in the Company's products, product costing, the
weather, the performance of management, including management's ability to
implement its plans as contemplated, the Company's relationship with its
customers, franchisees, licensees and licensors, governmental regulations and
legislation and litigation. The Company undertakes no obligation to publicly
update any forward-looking statement, whether as a result of new information,
future events or otherwise.
Contacts:
U.S.
Jon Morgan/Jeremy Fielding
Kekst and Company
(212) 521 - 4800
Canada
Robin Sears
Navigator LTD
(416) 642 - 6437