Naked Brand Group Inc. (NASDAQ:NAKD) (“Naked”), an innovative
fashion and lifestyle brand, today announced that on March 17,
2017, Naked received written notice from Nasdaq informing the
company that Nasdaq has determined that the company regained
compliance with Nasdaq listing rules requiring Naked to maintain a
minimum of $2,500,000 in stockholders’ equity. If Naked fails to
evidence compliance with the minimum stockholders’ equity
requirement upon filing its next periodic report, Naked’s common
stock may be subject to delisting from the Nasdaq Capital
Market.
As previously disclosed in Naked’s filings with the SEC, Naked
received a letter from Nasdaq in September 2016 informing the
company that it was not in compliance with the minimum
stockholders’ equity requirement at that time. In November 2016,
Naked submitted a plan to regain compliance with this requirement
and was granted an extension until March 22, 2017 to evidence
compliance therewith.
As previously disclosed in Naked’s filings with the SEC, the
Company recently completed several transactions which enabled it to
regain compliance with the minimum stockholders’ equity
requirement.
About Naked Brand Group Inc.:
Naked was founded on one basic desire--to create a new standard
for how products worn close to the skin fit, feel, and function.
Naked's women's and men's collections are available at
www.wearnaked.com, and Naked has a growing retail footprint for its
innovative and luxurious innerwear products in some of the leading
online and department stores in North America including Nordstrom,
Bloomingdale's, Dillard's, Soma, Saks Fifth Avenue, Amazon.com,
BareNecessities.com, and more. In 2014, renowned designer and
sleepwear pioneer Carole Hochman joined Naked as Chief Executive
Officer, Chief Creative Officer, and Chairwoman with the goal of
growing Naked into a global lifestyle brand. In June 2015, Naked
announced a strategic partnership with NBA Miami HEAT (now Chicago
Bulls) star Dwyane Wade. The 3-time NBA Champion, 11-time All Star,
and Olympic Gold Medalist joined Naked's Advisory Board, and is the
Creative Director for a signature collection of men's innerwear
which launched in 2016. Naked is headquartered in New York City and
plans to expand in the future into other apparel and product
categories that can exemplify the mission of the brand, such as
activewear, swimwear, sportswear and more.
http://www.nakedbrands.com/
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication does
not constitute the solicitation of any vote or approval. On March
9, 2017, Naked entered into Amendment No. 2 to the Letter of
Intent, dated December 19, 2016, as amended February 10, 2017,
entered into by Naked and Bendon Limited (“Bendon”) in connection
with a proposed business combination (the “Business Combination”).
As set forth in the amendment to the Letter of Intent, it is
contemplated that Naked will merge with and into a subsidiary of a
newly formed Australian holding company (“NewCo”) which will be the
ultimate parent company of Bendon and Naked. The proposed Business
Combination will be submitted to the stockholders of Naked for
their consideration. In connection therewith, the NewCo, Bendon and
Naked intend to file relevant materials with the Securities and
Exchange Commission (“SEC”), including a Registration Statement on
Form F-4 to be filed by NewCo that will include a proxy statement
of Naked that also constitutes a prospectus of NewCo, and a
definitive proxy statement/prospectus (when they become available)
will be sent to Naked stockholders. Such documents are not
currently available. Before making any voting or investment
decision with respect to the Business Combination, investors and
security holders of Naked are urged to read the definitive proxy
statement/prospectus and the other relevant materials filed or to
be filed with the SEC carefully and in their entirety when they
become available because they will contain important information
about NewCo, Naked, Bendon and the proposed Business Combination.
The definitive proxy statement/prospectus and other relevant
materials (when they become available), and any other documents
filed by NewCo or Naked with the SEC, may be obtained free of
charge at the SEC web site at www.sec.gov. In addition, investors
and security holders of Naked may obtain free copies of the
documents filed with the SEC by Naked by directing a written
request to: Naked Brand Group Inc., 95 Madison Avenue, 10th Floor,
New York, New York 10016, Attention: Investor Relations.
Participants in the Solicitation
Naked and its directors, executive officers and certain other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders
of Naked in connection with the proposed Business Combination.
Information regarding the participants in the proxy solicitation of
the stockholders of Naked and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the definitive proxy statement/prospectus regarding
the proposed Business Combination and other relevant materials to
be filed with the SEC by Naked when they become available.
Additional information regarding the directors and executive
officers of Naked is also included in Naked’s Annual Report on Form
10-K for the year ended January 31, 2016 and the proxy statement
for Naked’s 2016 Annual Meeting of Stockholders. These documents
are available free of charge at the SEC’s web site (www.sec.gov)
and from Investor Relations at Naked at the address described
above.
Forward-Looking Statements
Certain statements either contained in this communication, other
than purely historical information, including estimates,
projections and statements relating to Naked’s or Bendon’s business
plans, objectives and expected operating results, and the
assumptions upon which those statements are based, are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other
than statements of historical facts, included in or incorporated by
reference into this Current Report regarding strategy, future
operations, future transactions, future financial position, future
revenue, projected expenses, prospects, plans and objectives of
management are forward-looking statements. Examples of such
statements include, but are not limited to, statements: the
structure, timing and completion of the proposed Business
Combination, the transactions contemplated thereby or any other
actions to be taken in connection therewith; Naked’s continued
listing on the NASDAQ Capital Market until closing of the proposed
Business Combination; Naked’s continued compliance with the minimum
shareholders’ equity requirements at the time of Naked’s next
periodic report; NewCo’s anticipated listing on the NASDAQ Capital
Market in connection with the closing of the proposed Business
Combination; expectations regarding the capitalization, resources
and ownership structure of the combined company; the adequacy of
the combined company’s capital to support its future operations;
Naked’s and Bendon’s plans, objectives, expectations and
intentions; the nature, strategy and focus of the combined company;
the executive and board structure of the combined company; and
expectations regarding voting by Naked’s stockholders. Naked and/or
Bendon may not actually achieve the plans, carry out the intentions
or meet the expectations disclosed in the forward-looking
statements and you should not place undue reliance on these
forward-looking statements. Such statements are based on
management’s current expectations and involve risks and
uncertainties. Actual results and performance could differ
materially from those projected in the forward-looking statements
as a result of many factors, including, without limitation, risks
and uncertainties associated with stockholder approval of and the
ability to consummate the proposed Business Combination through the
process being conducted by Naked, NewCo and Bendon, the ability of
Naked, NewCo and Bendon to enter into a definitive agreement and
consummate such transaction, the risk that one or more of the
conditions to closing of the Business Combination may not be
satisfied, including, without limitation, the effectiveness of the
registration statement to be filed with the SEC or the listing of
NewCo’s ordinary shares on the NASDAQ Capital Market, the lack of a
public market for ordinary shares of NewCo and the possibility that
a market for such shares may not develop, the ability to project
future cash utilization and reserves needed for contingent future
liabilities and business operations, the availability of sufficient
resources of the combined company to meet its business objectives
and operational requirements, the ability to realize the expected
synergies or savings from the proposed Business Combination in the
amounts or in the timeframe anticipated, the risk that competing
offers or acquisition proposals will be made, the ability to
integrate Naked’s and Bendon’s businesses in a timely and
cost-efficient manner, the inherent uncertainty associated with
financial projections, and the potential impact of the announcement
or closing of the proposed Business Combination on customer,
supplier, employee and other relationships. Naked disclaims any
intent or obligation to update these forward-looking statements to
reflect events or circumstances that exist after the date on which
they were made.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170320005443/en/
ICRNaked Brand GroupAlecia Pulman/Brittany Fraser,
203-682-8200NakedBrandsPR@icrinc.comorInvestor
Relations:Jean Fontana/Megan Crudele,
646-277-1200Jean.fontana@icrinc.com
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