Naked Brand Group Inc. (NASDAQ:NAKD),
Naked, Bendon and Bendon Group Holdings Limited (“Holdco”) recently entered into an Agreement and Plan of Reorganization (the “Merger Agreement”), under which both of Naked and Bendon will become wholly owned subsidiaries of Holdco, a newly formed Australian holding company.
As a result of the agreement between Bendon and FOH, Bendon will acquire all of the outstanding common stock of FOH in exchange for the forgiveness of debt owed by FOH to Bendon. As a result, Bendon will control FOH’s existing license to develop and sell online intimates products, sleepwear and loungewear products, swimwear and swimwear accessories and costumes products under the Fredrick’s of Hollywood name. As part of the transaction, Holdco will issue to FOH shares, which would have otherwise been issued to Bendon at the time of the merger. A substantial portion of these shares will be transferred to the affiliate of Bendon which initially funded FOH. The issuance of the Holdco shares is expected to have a minimal impact on the aggregate percentage of shares that Naked stockholders will hold in Holdco immediately following the closing of the business combination, while providing the shareholders with the benefit of being the Licensee of the “Frederick’s of Hollywood” License.
FOH sales for the trailing twelve months ended June 30, 2017, were approximately $18 million of direct to consumer e-commerce sales. FOH’s license has an initial term running through December 2020, with FOH having the right to renew the license 10 times for five year periods each.
Justin Davis-Rice, Executive Chairman of Bendon and Director of Naked, commented, “Frederick’s of Hollywood is an iconic lingerie brand with tremendous brand recognition that we believe will be an excellent complement to our portfolio. We believe the acquisition of this high growth e-commerce business provides a strong platform for the next phase of online growth for our business. We look forward to working closely with the Frederick’s of Hollywood team to create an exceptional offering for the brand’s loyal customers. In addition, we believe that there is great opportunity to leverage our well-established global wholesale and retail distribution channels as we look to further expand the Frederick’s of Hollywood brand throughout the United States. Overall, we are excited to bring the Frederick’s of Hollywood online business into the Bendon portfolio, and expect that this acquisition will enhance shareholder value for the combined Naked and Bendon business at closing and over the long-term.”
To accommodate the preparation of the financial and legal documentation related to the Frederick’s of Hollywood transaction, as well as the work required to incorporate information associated with the transaction, Naked and Bendon have entered into an amendment to the Merger Agreement. This will provide additional time to file the proxy statement/prospectus to be included in the registration statement on Form F-4 to be filed by Holdco related to the business combination with the Securities and Exchange Commission (“SEC”). The registration statement on Form F-4 containing the proxy statement/prospectus is now expected to be filed with the SEC on or before August 25, 2017, and the business combination is anticipated to be completed in the fourth quarter of 2017.
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 Bloomingdale’s, Dillard’s, Soma, Saks Fifth Avenue, 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 and Stella McCartney Lingerie and Swimwear.
In October 2014 Bendon announced supermodel and television host Heidi Klum as the Creative Director and face of Bendon’s flagship Intimates collection, succeeding Elle Macpherson after 25 years with the brand. Bendon products are distributed through over 4,000 doors across 43 countries as well as through a growing network of 60 company-owned Bendon retail and outlet stores in Australia, New Zealand and Ireland. Bendon’s global supply chain is one of its strongest assets, controlling sourcing, manufacturing and production at over 30 partner facilities across Asia. Bendon has more than 700 staff at offices and stores in Auckland, Sydney, New York, London and Hong Kong and is poised for continued meaningful growth as it opens additional retail stores and expands its current portfolio of products. http://www.bendongroup.com/
Additional Information and Where to Find It
Naked and Holdco intend to file relevant materials with the SEC, including a registration statement on Form F-4 to be filed by Holdco that will include a proxy statement of Naked that also constitutes a prospectus of Holdco and a definitive proxy statement/prospectus (when they become available) will be sent to Naked. 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. 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. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and other relevant materials containing important information about Naked, Bendon and Holdco once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Naked or Holdco when and if available, can be obtained free of charge on Naked’s website under the Investor Relations section at http://www.nakedbrands.com or by directing a written request to Naked Brand Group Inc., 10th Floor – 95 Madison Avenue, New York, NY 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 [email protected].
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