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
they have entered into a second amendment (the “Second Amendment”)
to the Agreement and Plan of Reorganization (as previously amended,
the “Merger Agreement” and as amended by the second amendment, the
“Amended Merger Agreement”). Among other things, the Second
Amendment provides as follows:
- The Naked stockholders will, upon the
closing to the merger, receive approximately 9.0% of the
outstanding ordinary shares of Holdco on a fully diluted basis,
subject to certain adjustments set forth in the Amended Merger
Agreement.
- Bendon will pay an amount equal to
Naked’s net operating loss each month until the closing of the
Merger. Naked and Bendon will work together in good faith to
optimize all costs while continuing to focus on the strategic
growth of Naked’s business.
- To satisfy the compliance requirements
of the Nasdaq Capital Market, the capital structure of Holdco will
be adjusted which will change the exchange ratio in the Amended
Merger Agreement.
- The outside date for completing the
Merger has been extended to April 27, 2018, subject to an extension
which date shall not to be later than May 7, 2018, after which
either party may terminate the Amended Merger Agreement.
- The ability of Naked to solicit
alternative transactions has been modified so that Naked may
solicit such transactions if the Merger is not completed by the
outside date or if Bendon fails to pay to Naked a monthly amount
equal to the net operating losses of Naked.
Carole Hochman, Naked’s Chief Executive Officer and Chief
Creative Officer, stated, “I am proud of the hard work and
continuous effort that our team has put in to this amended merger
agreement with Bendon. We continue to work towards finalizing the
registration statement, which remains subject to the SEC’s review,
comment and approval process. We believe that these amendments to
the Merger Agreement provide additional benefits for both our
stockholders and the go-forward business.”
Justin Davis-Rice, Executive Chairman of Bendon, commented, “We
are pleased to have finalized this amendment and remain committed
to completing the merger with Naked in due course. By combining
these two companies, we expect to create a strong portfolio of
innerwear, sleepwear, and swimwear brands, which we anticipate will
in turn drive growth and strengthen our overall global industry
position.”
The Amended Merger Agreement, which has been approved by the
board of directors of both Naked and Bendon, is subject to approval
by Naked’s stockholders and other customary closing conditions and
regulatory approvals, including the filing and effectiveness of a
registration statement with the Securities and Exchange Commission
(the “SEC”) and the listing of Holdco’s ordinary shares on Nasdaq
or the New York Stock Exchange.
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 Nordstrom.com
Bloomingdale's, Dillard's, Soma.com, SaksFifthAvenue.com,
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.
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 Amended Merger Agreement, the risk that one or more of the
conditions to closing contained in the Amended 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/20180221005727/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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