Naked, Bendon Limited Move Closer To Merger

Naked Brand Group and Bendon Limited moved closer to their long planned merger with an announcement at the end of May that they had signed an “agreement and plan of reorganization pursuant to which Naked’s shareholders will, upon the closing of the merger, receive approximately 7% of the outstanding ordinary shares of the combined company on a fully diluted basis, subject to adjustment.”

“This transformative merger will create a powerful portfolio of iconic innerwear, sleepwear, and swimwear brands,” declared Justin Davis-Rice, executive chairman of the much larger Bendon. “We believe this merger will enable the combined company to strengthen its global industry leadership and continue to drive growth over the long-term.”

Carole Hochman, Naked’s CEO, added “We are pleased to have reached a definitive agreement with Bendon, which is the culmination of much hard work. We believe that this merger is structured to benefit our shareholders as well as the go-forward business. We look forward to closing this transaction in due course.”

The companies explained that ‘pursuant to the merger agreement, Naked and Bendon, respectively, will become wholly owned subsidiaries of Bendon Group Holdings Limited, a newly formed Australian holding company (“Holdco”), and the shareholders of Bendon and the stockholders of Naked, respectively, will become the shareholders of Holdco.”

“The merger agreement, which has been approved by the board of directors of both Naked and Bendon, is subject to approval by Naked’s stockholders and other customary closing conditions and regulatory approvals, including the filing and effectiveness of a registration statement with the Securities and Exchange Commission and the listing of Holdco’s ordinary shares on Nasdaq or the NYSE and is expected to be completed by the end of October 2017.”