Glass Lewis Recommends Zale Shareholders Vote AGAINST Merger with Signet

TIG Advisors a stockholder of Zale Corporation (NYSE: ZLC) (“Zale”or the “Company”), owning approximately 9.5% of its outstanding shares ofcommon stock, today announced that Glass, Lewis & Co., LLC (“Glass Lewis”) hasrecommended that Zale stockholders vote AGAINST the proposed merger withSignet Jewelers Limited (NYSE: SIG) (“Signet”) for $21 per share in cash.Glass Lewis concluded in its report that:“In our view, shareholders would be better served rejecting the transaction infavor of a more robust strategic review and -- in the absence of a compellingalternative -- the continued pursuit of Zale's stand-alone operating plan.”“In direct terms, the buyer got a deal.”“…we maintain the flaws in the board's pre-execution review process --including a myopic exploration of alternative bidders, the appointment of aGolden Gate Capital representative to the negotiation committee and relying onthe fairness letter of a conflicted financial adviser – are…significant...”An Inequitable Distribution of ValueIn its report, Glass Lewis strongly agreed with TIG Advisors' contention thatthe Signet offer to Zale shareholders undervalues Zale, noting that:“… in our opinion, the board asks for shareholders to liquidate theirinterests while the Company is mid-recovery, and potentially undervalued, inexchange for an all-cash value that may not fully reflect Zale's stand-aloneprospects and management's historical ability to achieve near-targetperformance relative to internal projections.”Glass Lewis found the Zale board's arguments that the post-announcementincrease in Signet's share price was due to factors other than the merger tobe “…rather unconvincing.”A Broken Deal ProcessIn its report, Glass Lewis offered extensive criticism for the process pursuedby the Zale board prior to announcing the transaction with Signet findingthat:“…the board made no serious effort to consider or engage even a targeted groupof potential alternative buyers...”Glass Lewis documented five separate occasions where the Zale board declinedto pursue a broader effort to solicit alternative bidders. Noting that on eachoccasion the board “…on facile bases…all but ushered forward a closedengagement with a single counterparty.”Conflicts AboundGlass Lewis endorsed TIG Advisors' view that as an investor seeking an exit,Golden Gate Capital may not have been aligned with other shareholders, andthat its participation on the negotiation committee represented a potentialconflict.Glass Lewis also shared TIG Advisors' view that BofA's role as financialadvisor to Zale was a significant flaw in the merger process saying:“…we believe [BofA] is decidedly ill-suited to credibly render an independentopinion as to the fairness of the proposed consideration to Zale'sunaffiliated shareholders, particularly given that Signet's final offer ratherconspicuously matches the high-end of the range previously presented asreasonable by [BofA] to Signet's senior executive team.”Glass Lewis has provided its independent recommendation to Zale stockholdersto vote AGAINST the merger and now it is time for Zale stockholders to act.“We are pleased that Glass Lewis, an independent third-party, endorsed TIGAdvisors' position that the $21 per share offer to Zale shareholders isinadequate, and that the M&A process was flawed and fraught with conflicts,”said Drew Figdor, Portfolio Manager.“Contrary to ISS' half-hearted and ill-conceived support for the merger, GlassLewis has delivered an unequivocal recommendation to reject the deal withSignet. As we have said from the outset, the proposed merger with Signetrepresents an inequitable distribution of value. We call on our fellowstockholders to join us in voting AGAINST the merger,” continued Mr. Figdor.TIG Advisors launched this action to further the interests of all Zalestockholders. We urge you to join us in voting the BLUE proxy card byinternet, telephone or mail AGAINST the approval of the Merger Agreement andrelated compensation proposals at the Special Meeting. Alternatively, you mayuse management's white proxy card to vote AGAINST the proposals.Even if you have previously deposited a management white proxy card in supportof the proposals, you can still change your vote by voting your BLUE proxyAGAINST the merger.If you have any questions or require assistance in voting your proxy, weencourage you to contact Charlie Koons 212-929-5708 or Larry Dennedy212-929-5239 at MacKenzie Partners.Permission to quote Glass Lewis was neither sought nor obtained.About TIG AdvisorsTIG Advisors, LLC ("TIG") is an SEC registered investment adviser. Founded in1980, the firm is engaged in the active management of alternative investmentfunds and their underlying businesses. The company seeks to partner withexperienced and talented portfolio managers that it believes have proven andrepeatable investment processes. The firm strives to provide a platform formanagers to preserve the culture, philosophy, and research capability that isdistinct to their investment discipline, while also drawing on theinstitutional infrastructure of TIG.