Home / Knowledge / News / Apparel/Garments / Naked Brand and Bendon sign 2nd amendment to Plan
Naked Brand and Bendon sign 2nd amendment to Plan
02
Mar '18
Courtesy: Naked Brands
Courtesy: Naked Brands
Naked Brand Group, an innovative fashion and lifestyle brand, Bendon, a global leader in intimate apparel and swimwear and Naked’s merger partner, and Bendon Group Holdings have signed a second amendment to the Agreement and Plan of Reorganisation. The Naked stockholders will now receive about nine per cent of the outstanding ordinary shares of Holdco.

Under the second amendment, the Naked stockholders will, upon the closing to the merger, receive approximately 9.0 per cent of the outstanding ordinary shares of Holdco on a fully diluted basis, subject to certain adjustments set forth in the Amended Merger Agreement.

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 optimise all costs while continuing to focus on the strategic growth of Naked’s business, according to the second amendment.

To satisfy the compliance requirements of the Nasdaq Capital Market, the capital structure of Holdco will be adjusted which will change the exchange ratio in the Amended Merger Agreement.

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.

The ability of Naked to solicit alternative transactions has been modified so that Naked may solicit such transactions if the Merger is not completed by the outside date or if Bendon fails to pay to Naked a monthly amount equal to the net operating losses of Naked.

Carole Hochman, Naked’s chief executive officer and chief creative officer, stated, “I am proud of the hard work and continuous effort that our team has put in to this amended merger agreement with Bendon. We continue to work towards finalising the registration statement, which remains subject to the SEC’s review, comment and approval process. We believe that these amendments to the Merger Agreement provide additional benefits for both our stockholders and the go-forward business.”

Justin Davis-Rice, executive chairman of Bendon, commented, “We are pleased to have finalised this amendment and remain committed to completing the merger with Naked in due course. By combining these two companies, we expect to create a strong portfolio of innerwear, sleepwear, and swimwear brands, which we anticipate will in turn drive growth and strengthen our overall global industry position.”

The Amended 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 New York Stock Exchange. (SV)

Fibre2Fashion News Desk – India


Must ReadView All

Pic: Shutterstock

Textiles | On 12th Apr 2021

Singapore becomes first RCEP participating country to ratify agreement

Singapore has ratified the Regional Comprehensive Economic...

Pic: Shutterstock

Textiles | On 12th Apr 2021

World economy stumbling towards two-track recovery: Report

The world economy is facing sharply divergent growth prospects across ...

Pic: Shutterstock

Textiles | On 12th Apr 2021

2021 to be critical for European textiles and clothing sector: Euratex

2021 will be a critical year for the European textile and clothing...

Interviews View All

Textile Industry, Head honchos

Textile Industry
Head honchos

Wearables have very limited reach

Textile Industry, Head honchos

Textile Industry
Head honchos

Strike a balance between handmade in India and 'Make in India'

Textile Industry, Head honchos

Textile Industry
Head honchos

Opportunity now to reimagine processes & systems in a digital environment

Bharat Ahuja,

Bharat Ahuja

A mono store brand, <b>Bharat Ahuja's</b> Desire Design Studio has emerged ...

Himanshu Fogla,

Himanshu Fogla

Jumac, pioneers in spinning can manufacturing in India, was founded in...

Vikram Juneja,

Vikram Juneja

Jaquard is a training institute providing a highly specialised training...

Brad Holschuh, Wearable Technology Lab, University of Minnesota

Brad Holschuh
Wearable Technology Lab, University of Minnesota

A new study led by researchers at the University of Minnesota's Design of...

Sven Ghyselinck, Devan Chemical

Sven Ghyselinck
Devan Chemical

Headquartered in Belgium and with offices in the United Kingdom, Portugal...

Robert Brookins, Alexium International

Robert Brookins
Alexium International

Alexium International is a specialty chemical development company...

Abhishek Bajaj & Samiksha Bajaj, Samshek

Abhishek Bajaj & Samiksha Bajaj
Samshek

Samshek is a fashion forward tech brand which combines digital experience...

Seema Gujral, Label Seema Gujral

Seema Gujral
Label Seema Gujral

<b>Seema Gujral</b>'s designs for her eponymous label revolve around...

Anjali Bhaskar, Samatvam

Anjali Bhaskar
Samatvam

Samatvam, a womenswear brand that blends age-old craftsmanship with modern ...

Press Release

Press Release

Letter to Editor

Letter to Editor

RSS Feed

RSS Feed

Submit your press release on


editorial@fibre2fashion.com

Letter To Editor






(Max. 8000 char.)

Search Companies





SEARCH

Leave your Comments


April 2021

Subscribe today and get the latest update on Textiles, Fashion, Apparel and so on.


Advanced Search