Naked Brand Group Inc. (NASDAQ:NAKD) (“Naked”), an innovative
fashion and lifestyle brand, Bendon Limited (“Bendon”), a global
leader in intimate apparel and swimwear and Naked’s merger partner,
and Bendon Group Holdings Limited (“Holdco”), today announced that
Holdco has confidentially submitted its response to comments from
the Securities and Exchange Commission (“SEC”) regarding the
confidentially filed draft registration statement on Form F-4
(“Registration Statement”) related to the previously announced
business combination between the parties.
The consummation of the business combination is subject to
approval by Naked’s stockholders and other customary closing
conditions and regulatory approvals, including the declaration of
effectiveness of the Registration Statement by the SEC and the
listing of Holdco’s ordinary shares on Nasdaq.
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, Stella McCartney Lingerie and Swimwear
and Frederick’s of Hollywood Intimates 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/
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.
Additional Information and Where to Find It
As permitted by the Jumpstart Our Business Startups Act of 2012,
or JOBS Act, Holdco has confidentially submitted the Registration
Statement to the SEC, which includes a preliminary proxy
statement/prospectus that is both the proxy statement to be
distributed to holders of the Naked’s common stock in connection
with the solicitation by Naked of proxies for the vote by the
stockholders on the business combination and the prospectus to be
delivered by Holdco in connection with the distribution of its
securities to such holders. 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 and will not be available
until the SEC completes its review of the Registration Statement.
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. Stockholders will also be able to obtain
copies of the Registration Statement which includes the proxy
statement/prospectus and other relevant materials containing
important information about Naked, Bendon and Holdco, without
charge, once publicly filed and available, at the SEC's Internet
site at http://www.sec.gov or by
directing a request to: Naked Brand Group Inc., 180 Madison Avenue,
Suite 1505, New York, New York, 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.
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: Holdco’s anticipated listing on the NASDAQ Capital
Market in connection with the closing of the proposed business
combination; the public filing and effectiveness of the proxy
statement/prospectus; and the completion of the proposed business
combination. 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 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 receipt of
stockholder approval of the Naked stockholders, 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,
the risk that the parties may otherwise be unable to consummate the
proposed business combination, and the risk that competing offers
or acquisition proposals will be made. Naked, Bendon and Holdco
disclaim 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/20171107005242/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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