Naked Brand and Bendon sign 2nd amendment to Plan

Naked Brand Group, a fashion and lifestyle brand, and Bendon Group Holdings, an intimate apparel and swimwear designer and marketer, and Naked’s merger partner, and Bendon Group Holdings have signed a second amendment to the Agreement and Plan of Reorganisation. The Naked stockholders will now receive about nine per cent of the outstanding ordinary shares of Holdco.

Under the second amendment, the Naked stockholders will, upon the closing to the merger, receive approximately 9.0 per cent 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 optimise all costs while continuing to focus on the strategic growth of Naked’s business, according to the second amendment.

Ads

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 finalising 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 finalised 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 and the listing of Holdco’s ordinary shares on Nasdaq or the New York Stock Exchange.