New York, May 15- In response to the announced takeover of OshKosh B'Gosh Inc by Carter’s Inc, Beam Capital Management, LLC announced today that it rejects the terms of the agreement valuing OshKosh at $312 million dollars or $26 a share. “We believe that this takeover at the current price is detrimental to the best interests of shareholders of OshKosh” stated Mohannad Aama, Managing Director at Beam Capital Management in New York. The market was clearly valuing shares of Oshkosh at around $30 as evidenced by the average trading price of the stock during the period after the announcement that the company is effectively putting itself up for sale back on February 17, 2005 and the announcement of the takeover on May 10, 2005.

“After backing out all of the company’s liabilities, we conservatively estimate that Oshkosh has in excess of $200 million in cash and tangible assets. The venerable century-old OshKosh brand name and related trademarks generated $13 million in licensing and royalty income in 2004. This income stream alone is conservatively valued at between $100 and $150 million. In essence, we have a company that is worth $300-$350 million or $25-$29 a share before we even begin to value the actual business and expertise of selling, making, sourcing, and designing children’s ware or the great number of industry and trade relationships that OshKosh possesses” added Mr. Aama. Even on a comparables basis, the current takeover price is still lower than what other competitors are trading at be it on a Price to Earnings P/E ratios or on a Price to Sales ratios.

Carter’s chairman and CEO Fred Rowan stated in the takeover announcement that potential synergies will be realized “By leveraging our proven brand management and supply chain skills, we anticipate that the addition of OshKosh B'Gosh will create significant value for Carter's shareholders” which, indeed, led the shares of Carter’s stock to leap by 12%  or an increase of more than $140 million in market value. We believe that this far exceeds any potential synergies from "supply chain skills" but rather it truly reflects the discounted price being paid relative to the true value of Oshkosh shares. Selling the company at this discounted price leads us to believe that either investors are yet to know the whole story or that the Board of Directors succumbed to a heck of a sales job by Carter’s and its bankers. In both events we urge our clients and other investors of OshKosh to voice their concerns to the Board of Directors of OshKosh and to unanimously reject the takeover bid at the current depressed price. In lieu of the above and the actual trading price of the company’s shares before the takeover announcement, it is really hard to imagine how the Board of Directors came to the conclusion that this takeover price is in the best interest of all shareholders.

Beam Capital Management is a registered investment advisor based in New York. Although the firm does not own any shares of Oshkosh, we have purchased the shares in client accounts over the past 12 months and we believe that we have a fiduciary duty to our clients to voice our opinion against the proposed takeover at this price.