- To Accommodate Transaction, Naked and Bendon
Amend Merger Agreement to Extend F-4 Registration Statement Filing
Deadline and Anticipated Date for Completion of the Merger
Naked Brand Group Inc. (NASDAQ:NAKD) (“Naked”), an innovative
fashion and lifestyle brand, and Bendon Limited (“Bendon”), a
global leader in intimate apparel and swimwear and Naked’s merger
partner, announced today that Bendon has entered into an agreement
to acquire full ownership of FOH Online Corp. (“FOH”), the
exclusive licensee of the Frederick’s of Hollywood global online
license. FOH was initially founded by and provided with funding
from an affiliate of Bendon. Bendon has a Master Services Agreement
with FOH, through which it helps manage the online brand in
exchange for a management fee.
Naked, Bendon and Bendon Group Holdings Limited (“Holdco”)
recently entered into an Agreement and Plan of Reorganization (the
“Merger Agreement”), under which both of Naked and Bendon will
become wholly owned subsidiaries of Holdco, a newly formed
Australian holding company.
As a result of the agreement between Bendon and FOH, Bendon will
acquire all of the outstanding common stock of FOH in exchange for
the forgiveness of debt owed by FOH to Bendon. As a result, Bendon
will control FOH’s existing license to develop and sell online
intimates products, sleepwear and loungewear products, swimwear and
swimwear accessories and costumes products under the Fredrick’s of
Hollywood name. As part of the transaction, Holdco will issue to
FOH shares, which would have otherwise been issued to Bendon at the
time of the merger. A substantial portion of these shares will be
transferred to the affiliate of Bendon which initially funded FOH.
The issuance of the Holdco shares is expected to have a minimal
impact on the aggregate percentage of shares that Naked
stockholders will hold in Holdco immediately following the closing
of the business combination, while providing the shareholders with
the benefit of being the Licensee of the “Frederick’s of Hollywood”
License.
FOH sales for the trailing twelve months ended June 30, 2017,
were approximately $18 million of direct to consumer e-commerce
sales. FOH’s license has an initial term running through December
2020, with FOH having the right to renew the license 10 times for
five year periods each.
Justin Davis-Rice, Executive Chairman of Bendon and Director of
Naked, commented, “Frederick’s of Hollywood is an iconic lingerie
brand with tremendous brand recognition that we believe will be an
excellent complement to our portfolio. We believe the acquisition
of this high growth e-commerce business provides a strong platform
for the next phase of online growth for our business. We look
forward to working closely with the Frederick’s of Hollywood team
to create an exceptional offering for the brand’s loyal customers.
In addition, we believe that there is great opportunity to leverage
our well-established global wholesale and retail distribution
channels as we look to further expand the Frederick’s of Hollywood
brand throughout the United States. Overall, we are excited to
bring the Frederick’s of Hollywood online business into the Bendon
portfolio, and expect that this acquisition will enhance
shareholder value for the combined Naked and Bendon business at
closing and over the long-term.”
To accommodate the preparation of the financial and legal
documentation related to the Frederick’s of Hollywood transaction,
as well as the work required to incorporate information associated
with the transaction, Naked and Bendon have entered into an
amendment to the Merger Agreement. This will provide additional
time to file the proxy statement/prospectus to be included in the
registration statement on Form F-4 to be filed by Holdco related to
the business combination with the Securities and Exchange
Commission (“SEC”). The registration statement on Form F-4
containing the proxy statement/prospectus is now expected to be
filed with the SEC on or before August 25, 2017, and the business
combination is anticipated to be completed in the fourth quarter of
2017.
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.
Currently featuring an innovative and luxurious collection of
innerwear products, the Company plans to expand into additional
apparel and product categories that exemplify the mission of the
brand, such as activewear, swimwear, sportswear and
more. Naked's women's and men's collections are available
at www.wearnaked.com, as well as through some of the leading
online retailers and department stores in North America, including
Bloomingdale's, Dillard's, Soma, Saks Fifth Avenue, Amazon.com, and
BareNecessities.com, among others. Renowned designer and sleepwear
pioneer and Chief Executive Officer, Carole Hochman, leads Naked
from its headquarters in New York City.
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 43 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
Naked and Holdco intend to file relevant materials with the SEC,
including a registration statement on Form F-4 to be filed by
Holdco that will include a proxy statement of Naked that also
constitutes a prospectus of Holdco and a definitive proxy
statement/prospectus (when they become available) will be sent to
Naked. The proxy statement/prospectus will be mailed to
stockholders of Naked as of a record date to be established for
voting on the proposed business combination. Such documents are not
currently available. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE BUSINESS COMBINATION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND OTHER RELEVANT MATERIALS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NAKED, BENDON AND
HOLDCO AND THE PROPOSED BUSINESS COMBINATION. Investors and
security holders will be able to obtain free copies of the proxy
statement/prospectus and other relevant materials containing
important information about Naked, Bendon and Holdco once such
documents are filed with the SEC, through the website maintained by
the SEC at http://www.sec.gov. Copies of the documents filed with
the SEC by Naked or Holdco when and if available, can be obtained
free of charge on Naked’s website under the Investor Relations
section at http://www.nakedbrands.com or by directing a written
request to Naked Brand Group Inc., 10th Floor – 95 Madison Avenue,
New York, NY 10016, Attention: Investor Relations; and/or on
Bendon’s website at www.bendongroup.com or by directing a written
request to Bendon Limited, 8 Airpark Drive, Airport Oaks, Auckland
2022, New Zealand or by emailing lucy.martyn@bendon.com.
Participants in the Solicitation
This is not a solicitation of a proxy from any investor or
security holder. Naked and its directors and executive officers,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of Naked’s stockholders in connection with
the proposed transaction. Investors and security holders may obtain
more detailed information regarding the names and interests in the
proposed transaction of Naked’s directors and officers in Naked’s
filings with the SEC. 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,
2017. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to Naked’s
shareholders in connection with the proposed transaction will be
set forth in the proxy statement/prospectus for the proposed
transaction when available.
No Offer or Solicitation
This communication shall neither constitute 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 the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
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:
express or implied regarding future financial performance, the
effects of Naked’s and Bendon’s business models, the effects of the
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; Holdco’s anticipated
listing on the NASDAQ Capital Market or the NYSE in connection with
the closing of the proposed business combination; expectations
regarding the capitalization, resources and ownership structure of
Holdco; the adequacy of Holdco’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; Bendon’s acquisition of the FOH licenses and potential
benefits of the Frederick’s of Hollywood global online licenses;
the timing of the filing of the proxy statement/prospectus and
completion of the proposed business combination; the executive and
board structure of Holdco; and expectations regarding voting by
Naked’s stockholders. Naked, Bendon and/or Holdco 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,
Holdco and Bendon, the ability of Naked, Holdco and Bendon to
consummate the transaction contemplated by the Merger Agreement,
the risk that one or more of the conditions to closing contained in
the Merger Agreement may not be satisfied, including, without
limitation, the effectiveness of the registration statement to be
filed with the SEC or the listing of Holdco’s ordinary shares on
the NASDAQ Capital Market or the NYSE, the lack of a public market
for ordinary shares of Holdco 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/20170727005449/en/
Investors:ICRJean Fontana/Megan Crudele,
646-277-1200jean.fontana@icrinc.comorMedia:ICRAlecia
Pulman/Brittany Fraser, 203-682-8200NakedBrandsPR@icrinc.com
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