Naked Brand Group To Merge With Bendon Ltd.

Naked Brand Group, a U.S. publicly-traded company, and the much larger, New Zealand-based Bendon Limited have signed a letter of intent (LOI) to merge.

Listing benefits of the move, the companies noted, “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.” Bendon might also be able to make use of the massive losses Naked has generated in recent years.

According to the announcement, “For the fiscal year ended 2016, Bendon generated approximately NZ $144 million (US $100 million) in net sales.”

Meanwhile, sales at Naked for the year ended January 31, 2016, were just $1.39 million, and have risen only modestly in recent months. In a recent filing with the SEC, Naked reported “As of October 31, 2016, the company had not yet achieved profitable operations, had incurred a net loss of $8,204,475 and had an accumulated deficit of $54,585,555.”

Industry veteran Carole Hochman joined Naked in early 2014, a move that persuaded investors to inject capital into the struggling firm. But since then the brand still failed to generate profitable results.

The LOI with Bendon provides that the Naked “would issue the holders of ordinary shares of Bendon an aggregate of 118,812,163 shares of common stock of the company [Naked], subject to adjustment, representing approximately 93.6% of the combined company.” The announcement also noted that Justin Davis-Rice, executive chairman of Bendon, “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.” The announcement added that after the merger, the board would also be comprised of “several additional members to be identified and nominated by Bendon.”

Davis-Rice of Bendon declared, “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 unrivaled 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.”

According to the announcement, “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.” Headquartered in Auckland, Bendon also has offices in Sydney, New York, London and Hong Kong.

The statement from the companies noted that Naked “has agreed to adhere to a no-shop provision until the earlier of the date the Merger Agreement is executed or the LOI is terminated. If the Merger Agreement is not executed by February 10, 2017, or the Merger is not consummated within six months thereafter (each a “Merger Milestone”), the [Naked] will be required to issue to Bendon 2.5 million shares of common stock; provided, however, that the [Naked] shall not be required to issue Bendon such shares if Bendon’s action(s) or lack thereof has been the principal cause of or resulted in the failure of the parties to achieve a Merger Milestone.”

In a separate announcement, Naked said it was “selling 1,879,811 shares at a purchase price of $1.04 per share with gross proceeds to the company totaling $1.955 million.” It explained that “The proceeds from the offering will be used to provide working capital for general corporate purposes and to support Naked’s ongoing operations through the estimated time frame to completion of its proposed merger with Bendon Limited.” —NM