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, today announced
that the registration statement on Form F-4 filed with the U.S.
Securities and Exchange Commission (“SEC”) by Bendon Group Holdings
Limited (“Holdco”) on March 20, 2018, as amended, was declared
effective by the SEC on April 26, 2018. The registration statement
was filed in connection with the proposed business combination of
Naked, Bendon and Holdco. The registration statement includes a
definitive proxy statement of Naked and a prospectus of Holdco. The
definitive proxy statement/prospectus and other materials are
available on Naked’s website at ir.nakedbrand.com, as well as at
http://proxyvote.com/ and with the SEC at www.sec.gov.
The special meeting of stockholders of Naked to consider and
vote upon the proposed business combination will be held on May 31,
2018, at 10:00 a.m., Eastern Time, at the offices of Duane Morris
LLP, Naked’s counsel, located at 1540 Broadway, 14th Floor, New
York, NY 10034. Stockholders of record at the close of business on
April 17, 2018 will receive the definitive proxy
statement/prospectus and will be entitled to vote by proxy or in
person at the special meeting. Stockholders should review the
definitive proxy statement/prospectus and other
proxy materials carefully. Stockholders that need assistance
or have questions about voting their shares should contact Morrow
Sodali, at 800-662-5200 or NAKD@morrowsodali.com.
Holdco is not currently a public company and has applied for
listing on the Nasdaq Capital Market to be effective at the time of
the completion of the business combination. Completion of the
business combination is subject to certain conditions, including
approval by Naked’s stockholders, the approval of Holdco’s
application for the listing of its shares on the Nasdaq Capital
Market and other customary closing conditions and regulatory
approvals. There can be no assurance that Nasdaq will approve
Holdco’s listing application.
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 Dropship,
Bloomingdale's, Dillard's, , SaksFifthAvenue.com, Amazon.com, and
Chico’s, 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 or a
solicitation of any vote of approval, 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
In connection with the proposed business combination among
Naked, Bendon and Holdco (the “Business Combination”), Holdco filed
with the SEC, and the SEC has declared effective on April 26, 2018,
a Registration Statement on Form F-4 (File No. 333-223786) (as
amended, the “Registration Statement”). The Registration Statement
includes a proxy statement/prospectus that is both the definitive
proxy statement 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 a
prospectus of Holdco in connection with the distribution of its
securities to such holders. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE BUSINESS COMBINATION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS
THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT NAKED,
BENDON AND HOLDCO AND THE PROPOSED BUSINESS COMBINATION.
Stockholders are able to obtain copies of the Registration
Statement, the definitive proxy statement/prospectus and other
relevant materials containing important information about Naked,
Bendon and Holdco, without charge, 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 Business Combination. Investors and security holders
may obtain more detailed information regarding the names and
interests in the proposed Business Combination 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 and in the definitive proxy
statement/prospectus. 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
Business Combination are set forth in the definitive proxy
statement/prospectus for the proposed Business Combination. This
document is available free of charge at the SEC’s web site
(www.sec.gov) and from Naked’s Investor Relations department 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, 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 Business Combination,
the special meeting of stockholders of Naked 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 Agreement and Plan of Reorganization, as
amended, the risk that one or more of the conditions to closing
contained in the Agreement and Plan of Reorganization may not be
satisfied, including, without limitation, the receipt of
stockholder approval of the Naked stockholders, 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: https://www.businesswire.com/news/home/20180430005355/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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