(Filed Under Financial and General Interest News). The principal financial officer and vice president of finance at Naked Brand Group has resigned as of March 23. Kai-Hsiang Lin has held those positions since March 22, 2016.
Naked, a publicly traded firm, is apparently in the final stages of completing a merger with Bendon Limited, a much larger privately held, New Zealand-based company.
In a February 21, 2018 filing with the SEC, Naked reported, “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.” Originally the companies had planned to complete the deal by mid-2017.
According to the February statement, the proposed merger, first announced at the start of 2017, has also undergone significant changes, with Naked appearing to have won better terms.
First, Naked’s “stockholders will, upon the closing to the merger, receive approximately 9.0% of the outstanding ordinary shares” of the combined enterprise. When the deal was first announced, Naked shareholders were slated to receive a 6.4% portion of the merged entity.
Second, “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 optimize all costs while continuing to focus on the strategic growth of Naked’s business.” Those monthly losses could be significant. In its latest quarter, Naked reported an operating loss of $900,070, or an average of $300,023 per month.
Both companies have stated they hope the combination, between Naked, with sales in its last full fiscal year of $1.8 million, and Bendon, which claimed annual sales of $100 million, will result in a single publicly traded entity.
In addition to the resignation of Kai-Hsiang Lin, certain sales executives have recently left the company, and in October, 2017 two Naked board members departed. They were David Hochman and Andrew Kaplan. Significantly, Hochman is CEO Carole Hochman’s son and one of the architects of Naked’s refinancing and expansion. At the time the company claimed the “resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.” — NM
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