​Naked Brand Group Limited Enters into Non-Binding Letter of Intent to Acquire a Leading U.S. Online Women ’s Retailer

Spotlight News  |

Naked Brand Group Limited  (NAKD), a global leader in intimate apparel and swimwear, has entered into a non-binding letter of intent to acquire a leading U.S. online retailer (the “Retailer”) of women’s apparel. The purchase price under the transaction is expected to be US$42.5 million, which would include cash, stock and assumption of approximately $6.1 million of the retailer’s debt.

Combined with Naked’s existing Frederick's of Hollywood e-Commerce license revenue, which has grown 36% in the last 12 months, a successful closing of this acquisition is expected to take Naked’s projected e-Commerce revenues in excess of US$70 million for FY2019. Including integration synergies, management expects the combined e-Commerce business to generate a projected EBITDA contribution of US$11.3 million and projected net income of US$5.3 million for FY2019. Projections for revenue are based on an assumption of approximately 26% year-over-year revenue growth for Frederick’s of Hollywood and minimal growth assumed for the retailer’s business.

The prospective acquisition represents an integral component of Naked’s major focus on expanding the Company’s direct to consumer product and brand mix. If the transaction is consummated, e-Commerce would represent approximately 43% of projected group revenues, with overall direct to consumer channels (including owned retail and outlet stores) reaching 70% of projected revenue contribution, for FY2019.

The intimate apparel industry in the United States is expected to grow to US$250 billion by 2022.

“We are continuing to make strides in our digital and e-Commerce focused strategy that we believe will accelerate our growth trajectory and drive meaningful EBITDA contribution in FY2019,” said Justin Davis-Rice, Chief Executive Officer of Naked Brand Group Limited. “The acquisition would augment our proprietary digital operating platform to create ongoing synergies that we believe will produce over $70 million in e-Commerce revenues in the United States for FY2019 and will be accretive to Naked shareholders over the long term,” concluded Davis-Rice.

The letter of intent is non-binding and the Company has not entered into a definitive agreement for the proposed transaction. Accordingly, there can be no assurance that the transaction will occur. The proposed transaction is subject to negotiating the terms of, and executing, a definitive agreement relating to the proposed transaction and obtaining and satisfying all other necessary closing conditions. Furthermore, the terms of the transaction are still subject to discussion and may be changed as a result of any material positive or adverse change to the business of either party. Accordingly, there can be no assurance that a transaction will be entered into or that the proposed transaction will be consummated on the terms described in this press release or at all.

About Naked Brand Group Limited:
Naked Brand Group Limited (NASDAQ:NAKD) is a leading intimate apparel and swimwear company with a diverse portfolio of brands. The company designs, manufactures and markets a portfolio of 11 company-owned and licensed brands, catering to a broad cross-section of consumers and market segments. Brands include Naked, Bendon, Bendon Man, Davenport, Fayreform, Hickory, Lovable, Pleasure State, Heidi Klum Intimates, Heidi Klum Man, Heidi Klum Swim. Naked Brand Group Limited products are available in 44 countries worldwide through 6,000 retail doors, a growing network of E-commerce sites and 61 company-owned Bendon retail and outlet stores in Australia and New Zealand. Brands are distributed through premier department stores, specialty stores, independent boutiques and third-party e-commerce sites globally, including Macy’s, Nordstrom, Saks Fifth Avenue, Harrods, Selfridges, Amazon and ASOS among others. For more information please visit www.nakedbrands.com.

Non-IFRS and Non-GAAP Financial Measures:
This press release includes “non-IFRS financial measures” and “non-GAAP financial measures”, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with IFRS or US GAAP as applicable. Specifically, we make use of the non-IFRS and non-GAAP financial measure “EBITDA”.

EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization and impairment. Our management uses EBITDA as a measure of our operating results and considers it to be a meaningful supplement to net income (the closest IFRS and US GAAP financial measure) as a performance measurement, primarily because we incur significant depreciation and depletion and the exclusion of impairment losses in EBITDA eliminates the non-cash impact.

EBITDA is used by investors and analysts for the purpose of valuing an issuer. The intent of EBITDA is to provide additional useful information to investors and the measure does not have any standardized meaning under IFRS or US GAAP. Accordingly, this measure should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS or US GAAP. Other companies may calculate EBITDA differently.

The following table reconciles the pro forma projected combined e-Commerce business EBITDA to net income for FY2019. The pro forma projected combined EBITDA and net income are based on management’s best estimates of, among other things, the level of debt attributable to the combined e-Commerce business.

Net Income

$

5,300

Reconciliation to EBITDA

Interest

$

1,500

Depreciation/Amortization

$

4,500

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Companies

Symbol Name Price Change % Volume
NAKD Naked Brand Group Limited 2.60 -0.09 -3.17 16,177 Trade

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