Naked Brand Group Inc. (NASDAQ:NAKD) (“Naked”), an innovative
fashion and lifestyle brand, today announced that it has raised
gross proceeds of $5.5 million under its previously announced at
the market offering program (“ATM”). Naked sold 2,189,052 shares of
common stock at an average price of $2.51 pursuant to the At The
Market Offering Agreement with Maxim Group, LLC. Naked raised
approximately $5.3 million in net proceeds under the ATM, and
currently has no further capacity to sell shares under its $7.5
million shelf registration statement filed on October 6, 2016.
Further, Naked has entered into Amendment No. 3 (the
“Amendment”) to the Letter of Intent, dated December 19, 2016, as
amended on February 9, 2017, and March 9, 2017 (the “LOI”), entered
into by Naked and Bendon Limited (“Bendon”) in connection with the
previously announced proposed business combination (the “Business
Combination”). The Amendment includes $34 million in positive
adjustments to the net debt target for the anticipated combined
company’s balance sheet at the close of the transaction. As
contemplated under the Amendment, the combined company would have
total net debt of approximately $13 million upon transaction close,
with approximately $6 million in assets under Naked, and $19
million in net debt under Bendon. This compares to the previously
contemplated total net debt of approximately $51 million, with $1
million in assets under Naked and $52 million in debt under
Bendon.
Pursuant to the LOI, it is contemplated that Naked will merge
into a subsidiary of a newly formed Australian holding company
(“NewCo”) and the shareholders of Naked and Bendon, respectively,
will be issued shares of NewCo, which will become the new public
company following consummation of the proposed transactions. As a
result of the changes in the structure of the Business Combination,
the parties have agreed in Amendment No. 3 to extend the deadline
by which they are required to enter into a definitive agreement
until May 26, 2017. In addition, the parties have agreed to amend
the terms of the transaction to reflect certain corporate
developments that have occurred or are expected to occur with
respect to the parties to the transaction that positively impact
the projected balance sheet of NewCo and impact the target Net
Asset Amount and Net Debt Amount (each as defined in the LOI) and,
thereby, the relative number of shares issuable to shareholders of
Naked and the shareholders of Bendon (each as defined in the
LOI).
Carole Hochman, Naked’s Chief Executive Officer and Chief
Creative Officer, stated, “We have been working very closely with
Bendon to ensure that the proposed merger is structured in such a
way that it is advantageous to the combined go-forward company as
well as our current shareholders. To that end, we are very pleased
that we will have a stronger balance sheet, which should provide a
solid platform for both organic growth and future potential
acquisitions. Importantly, we are committed to and diligently
working toward completion of this merger.”
Justin Davis-Rice, Executive Chairman of Bendon, commented, “I
am pleased with the hard work that has been done to recapitalize
the business, re-domicile the company, and ensure that we are
optimally positioned as a go-forward combined company. We remain
committed to completing the merger with Naked and continue to
believe that this transformative merger will create a global
intimate apparel leader with strong growth prospects.”
Completion of the Business Combination remains subject to the
negotiation of a definitive merger agreement (the “Merger
Agreement”), satisfaction of the conditions negotiated therein and
approval of the Business Combination by Naked’s shareholders.
Accordingly, there can be no assurance that a Merger Agreement will
be entered into or that the proposed Business Combination will be
consummated. Further, readers are cautioned that those portions of
the LOI, as amended, that describe the proposed Business
Combination, including the consideration to be issued therein, are
non-binding.
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/
About Bendon Limited:
Bendon is a global leader in intimate apparel and swimwear
renowned for its best in category innovation in design, and
technology and unwavering commitment to premium quality products
throughout its 70-year history. Bendon has a portfolio of 10 highly
productive brands, including owned brands Bendon, Bendon Man,
Davenport, Evollove, Fayreform, Hickory, Lovable (in Australia and
New Zealand) and Pleasure State, as well as licensed brands Heidi
Klum Intimates and Swimwear and Stella McCartney Lingerie and
Swimwear.
In October 2014 Bendon announced supermodel and television host
Heidi Klum as the Creative Director and face of Bendon's flagship
Intimates collection, succeeding Elle Macpherson after 25 years
with the brand. Bendon products are distributed through over 4,000
doors across 34 countries as well as through a growing network of
60 company-owned Bendon retail and outlet stores in Australia, New
Zealand and Ireland. Bendon’s global supply chain is one of its
strongest assets, controlling sourcing, manufacturing and
production at over 30 partner facilities across Asia. Bendon has
more than 700 staff at offices and stores in Auckland, Sydney, New
York, London and Hong Kong and is poised for continued meaningful
growth as it opens additional retail stores and expands its current
portfolio of products. http://www.bendongroup.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. The
proposed Business Combination will be submitted to the stockholders
of the Company for their consideration. In connection therewith,
the NewCo, Bendon and the Company 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 the Company 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, the Company,
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 the Company
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 the
Company may obtain free copies of the documents filed with the SEC
by the Company 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 or incorporated by
reference into 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 communication 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
regarding 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 upon 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. Caution should be taken
not to place undue reliance on any such forward-looking statements
because such statements speak only as of the date when made. 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/20170411005607/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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