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NAF Holdings II terminates tender offer for Hampshire
May '09
NAF Holdings II LLC announced that its previously announced cash tender offer, through its wholly-owned subsidiary, NAF Acquisition Corp., for all outstanding shares ("Shares") of common stock of Hampshire Group, Limited was terminated because, among other things, certain conditions to the tender offer to be satisfied by Hampshire were not satisfied prior to the expiration of the tender offer.

No Shares will be accepted in the tender offer and the previously announced tender offer consideration will not be paid or become payable to holders of the Shares who validly tendered and did not withdraw. All Shares previously tendered and not withdrawn will be returned promptly to the holders thereof (or, in the case of Shares tendered by book-entry transfer, such Shares will be credited to the account maintained at The Depository Trust Company from which such Shares were delivered).

The tender offer expired at 12:00 Midnight, New York City time, on Friday, April 24, 2009. The depositary for the offer has advised that, as of 12:00 Midnight, New York City time, on April 24, 2009, an aggregate of approximately 5,120,856 shares of Hampshire common stock had been tendered into, and not withdrawn from, the tender offer, representing more than 93% of the outstanding shares of common stock.

NAF Holdings II also announced the termination of the Agreement and Plan of Merger, pursuant to which the tender offer was made, dated as of February 23, 2009, by and among NAF Holdings II, NAF Acquisition and Hampshire.

Hampshire Group consists of three distinct divisions: Hampshire Designers and Item-Eyes for women's apparel and Hampshire Brands for men's. All offer products under several brand names as well as private label to multiple channels of distribution, including national and regional department stores and mass market retailers.

NAF Holdings II LLC

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