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Naked, Bendon Ltd. Move Closer To Merger

(Filed Under Financial and General Interest News). Naked Brand Group and Bendon Limited moved closer to their previously announced merger, with the SEC declaring their merger registration statement effective. A vote of the shareholder of both companies has been scheduled for May 31, 2018, at 10:00 a.m.

The two firms announced on April 30 that their merger registration statement on Form F-4 (used to register securities in connection with business combinations involving foreign private issuers) “was declared effective by the SEC on April 26, 2018. The registration statement was filed in connection with the proposed business combination of Naked, Bendon and Holdco.” Holdco is the temporary name given to the merged companies. “The registration statement includes a definitive proxy statement of Naked and a prospectus of Holdco.”

The companies noted that “stockholders of record at the close of business on April 17, 2018 will receive the definitive proxy statement/prospectus and will be entitled to vote by proxy or in person at the special meeting.” The two firms added in a related SEC filing that Bendon shareholders are expected to receive 91.65% of the Holdco shares and the Naked shareholders 8.35%.

That filing emphasized that Holdco will be an “emerging growth company” under SEC definition and will be “eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.” In addition, Holdco will be a “foreign private issuer” and among other exemptions “will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies.” — NM

more Financial and General Interest News >>

Published 04-30-2018 by Nick Monjo

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