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Fashion and Lifestyle Brand Naked Closes Merger with Australian Swimsuit Firm Bendon.


21 June 2018 - New York, US-based fashion and lifestyle brand Naked Brand Group Inc. (NASDAQ: NAKD) has closed its merger with Australia-based apparel and swimwear manufacturer Bendon, the companies said.

Last May, the companies announced they had agreed to merge and enter into a plan of reorganisation.

According to the plan of organisation, 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.

Bendon said the merger will create a portfolio of iconic innerwear, sleepwear and swimwear brands, strengthening its position in the industry and driving growth over the long term.

Under the deal, Naked and Bendon, respectively, will become wholly owned subsidiaries of Bendon Group Holdings Ltd., a newly formed Australian holding company, 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.

These include 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.

Naked Brand Group Inc. provides innerwear products in online and department stores in North America Sleepwear designer Carole Hochman joined Naked as chief executive officer, chief creative officer, and chairwoman.

The brand has a strategic partnership with NBA star Dwyane Wade, who serves on Naked's advisory board and is the creative director for a collection of men's innerwear.

Bendon has a portfolio of ten brands distributed through over 4,000 doors across 43 countries as well as through a growing network of 60 company-owned Bendon retail and outlet stores in Australia, New Zealand and Ireland.

Duane Morris LLP is serving as legal counsel to Naked. Graubard Miller, Russell McVeagh and Wynn Williams are serving as legal counsel to Bendon and Holdco.

Country: USA

Sector: Clothing/Textiles

Target: Naked Brand Group Inc

Buyer: Bendon Ltd


Deal size in USD: 20m

Type: Corporate Acquisition

Financing: Stock

Status: Closed

Buyer advisor: Graubard Miller, Russell McVeagh and Wynn Williams , ,

Comment: Terms of the deal were not disclosed

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Publication:M & A Navigator
Date:Jun 21, 2018
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