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Naked Brands (NAKD) Shares 150% Higher on Accretive Deal with Bendon

Shares are 150% higher this morning in the first hour on heavy volume. Trading 1m plus in the first hour, spiking to $3.00 per share...a great plan for 2017 by Joel Primus President. Way to go Joel !!!

Naked Brand Group Inc. (NAKD) shares are 150% higher at the time of this writing in early morning trading with heavy volume. Trading 1 million plus shares in the first hour of trading, spiking to $3.00 per share, and looks to have volatility though out the day. What a great plan for 2017 by Joel Primus President. Way to go Joel !!!

NAKD innovative innerwear fashion and lifestyle brand, and Bendon Limited, a global leader in intimate apparel and swimwear renowned for best in category technology and design throughout its 70 year history, announced today that they have entered into a Letter of Intent for a proposed merger of the companies. Expected benefits of this proposed merger include:

  • Bendon would gain immediate access to the U.S. capital markets enabling it to further grow the business globally, both organically and through future strategic acquisitions;
  • The Naked brand would be able to leverage Bendon’s well-established global wholesale and retail distribution channels;
  • The combined entity would capitalize on the industry-leading expertise of Carole Hochman, Naked’s Chief Executive Officer, to strengthen its global intimate apparel and sleepwear brand portfolio; and
  • Operating synergies through integrated supply chain management and administrative functions.

Bendon’s brands include Heidi Klum Intimates and Swimwear, Stella McCartney Lingerie and Swimwear, Bendon, Bendon Man, Davenport, Evollove, Fayreform, Hickory, Lovable (in Australia and New Zealand) and Pleasure State. Bendon’s brands are distributed globally through over 4,000 doors across 34 countries, as well as through a growing network of 60 company-owned Bendon retail and outlet stores in Australia, New Zealand and Ireland. Bendon is headquartered in Auckland, and maintains additional offices in Sydney, New York, London and Hong Kong. For the fiscal year ended 2016, Bendon generated approximately NZ $144 million (US $100 million) in net sales.

Ms. Hochman stated, “We are extremely excited about the potential of this proposed merger, and look forward to capitalizing on Bendon’s scale and expertise to further expand the Naked brands. The Bendon team has built a phenomenal business, and by leveraging their infrastructure, product and geographic knowledge, and talent, we believe that we can accelerate our growth in the innerwear fashion and lifestyle market.”

Justin Davis-Rice, Executive Chairman of Bendon, commented, “This is a transformative merger that will create a powerful creative, marketing, operational and capital markets platform. As a publicly traded company in the U.S., we expect to have an opportunity to accelerate our growth and strengthen our position as a global leader in intimate apparel, swimwear, innerwear fashion and lifestyle brands through both organic growth and strategic acquisitions. We are also delighted to partner with industry pioneer, Carole Hochman, who brings unrivalled experience to our company and whose expertise is expected to not only strengthen our existing brands but to provide us with an unprecedented opportunity to develop our sleepwear business, a product category that represents a significant growth opportunity.”

Eric Watson, Executive Chairman of Cullen Investments, Bendon’s majority shareholder, added, “This is an incredible opportunity for Bendon to strengthen its leadership in the industry and drive the continued growth of the business as a consolidator of globally recognized brands.”

Carole Hochman, who will become Chief Creative Officer of the merged company, is considered one of the single most influential women in the intimate apparel and sleepwear business in the United States with experience that extends more than 30 years. She was the driving force behind the Carole Hochman Design Group, for which she served as Chief Creative Officer until her departure in 2013 and for which she was previously CEO until its acquisition by Komar in 2010. Under Carole’s leadership, Carole Hochman Design Group manufactured the Carole Hochman brand of sleepwear, loungewear and daywear, in addition to numerous other sleepwear collections including Christian Dior, Oscar de la Renta, Ralph Lauren, Jockey, Donna Karan, Tommy Bahama and Betsey Johnson.

As stated in the LOI, Mr. Davis-Rice will join Naked’s board of directors, effective immediately. Concurrent with the completion of the proposed Merger, Ms. Hochman would retain a seat on the board of the combined company.

Terms of Letter of Intent

The LOI with Bendon provides that the Company would issue the holders of ordinary shares of Bendon an aggregate of 118,812,163 shares of common stock of the Company, subject to adjustment, representing approximately 93.6% of the combined company. Completion of the Merger is subject to the negotiation of a definitive merger agreement (the “Merger Agreement”), satisfaction of the conditions negotiated therein and approval of the Merger by the Company’s stockholders. Accordingly, there can be no assurance that a Merger Agreement will be entered into or that the proposed Merger will be consummated. Further, readers are cautioned that those portions of the LOI that describe the proposed Merger, including the consideration to be issued therein, are non-binding.

As the markets put the debt ceiling debacle in the rearview mirror, more than a few issues remain open.