Naked Brand and Bendon enter into reorganization plan and agreement

By

Obi Anyanwu

Published
May 29, 2017

Naked Brand and Bendon Limited on Thursday announced that they have entered into an Agreement and Plan of Reorganization to which Naked Brand shareholders, upon closing of the merger, will receive 7% of the combined company on a fully diluted basis.

 
The two companies in January disclosed a letter of intent for a proposed merger, in which Naked would gain Bendon’s global wholesale and retail distribution channels, and Bendon would gain immediate access to the US capital markets.
 
Pursuant to the merger agreement, which Naked and Bendon’s respective board of directors have approved, both companies will become wholly owned subsidiaries of Bendon Group Holdings Limited, a newly formed Australian holding company (Holdco) and the shareholders of Bendon and stockholders of Naked will become the shareholders of Holdco.

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Carole Hochman, Naked’s Chief Executive Officer and Chief Creative Officer, stated, “We are pleased to have reached a definitive agreement with Bendon, which is the culmination of much hard work. We believe that this merger is structured to benefit our shareholders as well as the go-forward business. We look forward to closing this transaction in due course.”
 
As reported in January, the Naked CEO will become Chief Creative Officer of the new company, and she will serve on the company board alongside Bendon Executive Chairman Justin Davis-Rice.
 
In addition, Naked in April reported full year net sales of $1.8 million and a net loss of $10.8 million, or $0.77 per share.