UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 10, 2017
Naked Brand Group Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-37662 | 99-0369814 | ||
| (State or other | (Commission | (IRS Employer | ||
|
jurisdiction
of incorporation) |
File Number) | Identification No.) |
10th Floor – 95 Madison Avenue, New York, NY 10016
(Address of principal executive offices) (Zip Code)
212.851.8050
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On April 10, 2017, Naked Brand Group Inc. (the “Company”) and Bendon Limited (“Bendon”) entered into Amendment No. 3 (the “Amendment”) to the Letter of Intent, dated December 19, 2016, as amended February 10, 2017 and March 9, 2017 (the “LOI”), previously executed by the Company and Bendon in connection with a proposed business combination (the “Business Combination”).
The Amendment, among other things, (i) extends the date by which the parties shall have entered into a definitive agreement regarding the Business Combination before certain penalties may be incurred from April 10, 2017 to May 26, 2017; (ii) revises the the Net Assets (as defined in the Amendment) level to $5.8 million, which amount will be adjusted as a result of any subsequent capital transactions agreed to by the Company and Bendon; and (iii) amends certain other terms and conditions of the LOI. Except as amended by the Amendment, the material terms of the LOI remain in full force and effect.
Completion of the Business Combination remains subject to the negotiation of a definitive merger agreement (the “Merger Agreement”), satisfaction of the conditions negotiated therein and approval of the Business Combination by the Company’s stockholders. Accordingly, there can be no assurance that a Merger Agreement will be entered into or that the proposed Business Combination will be consummated. Those portions of the LOI, as amended, that describe the proposed Business Combination, including the consideration to be issued therein, are non-binding.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report.
| Item 7.01. | Regulation FD |
On April 11, 2017, the Company issued a press release relating to the Amendment and the completion of the Company’s $5.5 million at the market offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Amendment No. 3 to Letter of Intent, dated April 10, 2017* |
|
99.1 |
Press Release, dated April 11, 2017** |
*Filed herewith
**Furnished herewith
Additional Information and Where to Find It
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K does not constitute the solicitation of any vote or approval. The proposed Business Combination will be submitted to the stockholders of the Company for their consideration. In connection therewith, the to be formed Australian holding company (“NewCo”), Bendon and the Company intend to file relevant materials with the Securities and Exchange Commission (“SEC”), including a Registration Statement on Form F-4 to be filed by NewCo that will include a proxy statement of Naked that also constitutes a prospectus of NewCo and a definitive proxy statement/prospectus (when they become available) will be sent to Naked stockholders. Such documents are not currently available. Before making any voting or investment decision with respect to the Business Combination, investors and security holders of the Company are urged to read the definitive proxy statement/prospectus and the other relevant materials filed or to be filed with the SEC carefully and in their entirety when they become available because they will contain important information about NewCo, the Company, Bendon and the proposed Business Combination. The definitive proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by NewCo or the Company with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders of the Company may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Naked Brand Group Inc., 95 Madison Avenue, 10th Floor, New York, New York 10016, Attention: Investor Relations.
Participants in the Solicitation
Naked and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Naked in connection with the proposed Business Combination. Information regarding the participants in the proxy solicitation of the stockholders of Naked and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus regarding the proposed Business Combination and other relevant materials to be filed with the SEC by Naked when they become available. Additional information regarding the directors and executive officers of Naked is also included in Naked’s Annual Report on Form 10-K for the year ended January 31, 2016 and the proxy statement for Naked’s 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Naked at the address described above.
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this Current Report on Form 8-K, other than purely historical information, including estimates, projections and statements relating to the Company’s or Bendon’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in or incorporated by reference into this Current Report regarding strategy, future operations, future transactions, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements; the structure, timing and completion of the proposed Business Combination; , the transactions contemplated thereby or any other actions to be taken in connection therewith; the Company’s continued listing on the NASDAQ Capital Market until closing of the proposed Business Combination; the Company’s continued compliance with the minimum shareholders’ equity requirements at the time of the Company’s next periodic report; NewCo’s anticipated listing on the NASDAQ Capital Market in connection with the closing of the proposed Business Combination; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company’s capital to support its future operations; the Company’s and Bendon’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined company; the executive and board structure of the combined company; and expectations regarding voting by the Company’s stockholders. The Company and/or Bendon may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed Business Combination through the process being conducted by the Company, NewCo and Bendon, the ability of the Company, NewCo and Bendon to enter into a definitive agreement and consummate such transaction, the risk that one or more of the conditions to closing of the Business Combination may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with the SEC or the listing of NewCo’s ordinary shares on the NASDAQ Capital Market, the lack of a public market for ordinary shares of NewCo and the possibility that a market for such shares may not develop, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources of the combined company to meet its business objectives and operational requirements, the ability to realize the expected synergies or savings from the proposed Business Combination in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s businesses in a timely and cost-efficient manner, the inherent uncertainty associated with financial projections, and the potential impact of the announcement or closing of the proposed Business Combination on customer, supplier, employee and other relationships. The Company disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NAKED BRAND GROUP INC. | |
| By: /s/ Carole Hochman | |
| Carole Hochman | |
| Chief Executive Officer | |
| Date: April 11, 2017 |
EXHIBIT INDEX
| Exhibit No. | Description |
| 10.1 | Amendment No. 3 to Letter of Intent, dated April 10, 2017 |
|
99.1 |
Press Release, dated April 11, 2017 |
Exhibit 10.1
Bendon Limited
8 Airpark Drive, Airport Oaks
Auckland 2022, New Zealand
April 10, 2017
Naked Brand Group Inc.
95 Madison Avenue, 10th Floor
New York, NY 10016
Re: Amendment No. 3 to Letter of Intent, Dated December 19, 2016
Ladies and Gentlemen:
Reference is made to that certain Letter of Intent, dated December 19, 2016, as amended by Amendment No. 1 dated February 9, 2017 and Amendment No. 2 dated March 8, 2017 (collectively, the “Letter of Intent”), between Bendon Limited (“Bendon”) and Naked Brand Group Inc. (“Naked”). Capitalized terms used herein that are not otherwise defined will have the same meaning as they were given in the Letter of Intent.
Pursuant to the Letter of Intent, it is contemplated that Naked will merge into a subsidiary of a newly formed Australian holding company (“NewCo”) and the shareholders of Naked and Bendon, respectively, will be issued shares of NewCo, which will become the new public company following consummation of the transactions. As a result of certain changes in the structure of the transactions as reflected in Amendment No. 2 to the Letter of Intent, the parties have since determined to extend the deadline by which they are required to enter into a definitive agreement and to amend the terms of the transaction to reflect certain corporate developments that have occurred or are expected to occur with respect to the parties to the transaction, including the relative number of shares issuable to holders of the Naked Shares and the Bendon Shares (each as defined in the Letter of Intent), the target Net Asset Amount and Net Debt Amount (each as defined in the Letter of Intent) and the mechanism for adjusting the consideration based on the Net Asset Amount and Net Debt Amount.
Accordingly, the parties now wish to further amend the Letter of Intent as follows:
1. The first paragraph of Section 1 shall be replaced in its entirety with the following:
“1. Bendon and Naked will negotiate in good faith a definitive merger agreement (the “Agreement”) pursuant to which, on the closing date of the transaction contemplated by the Agreement (“Closing Date”), (i) a wholly-owned subsidiary (“Merger Sub”) of a newly formed Australian holding company (“NewCo”), which will also be the ultimate parent company of Bendon, would merge with Naked (the “Merger”) and (ii) assuming Naked has 10,266,221 shares outstanding (which includes the conversion of $224,000 of Notes currently outstanding into 215,385 of common shares and any adjustments for shares issued in connection with any capital transactions that were approved by Bendon (each, a “Subsequent Capital Raise”)), at the conclusion of the Merger, NewCo would issue to the holders of the outstanding capital stock of Bendon an aggregate of 146,311,063 ordinary shares of NewCo (the “Bendon Shares”) and issue to the holders of the outstanding capital stock of Naked (the “Naked Shares”) a number of ordinary shares of NewCo equal to the number of shares of outstanding Naked Shares immediately prior to the Merger, and as of the effective time of the Merger, no other shares of NewCo would be outstanding. The Merger will be structured to be accomplished without taxation to the holders of Bendon Shares and Naked Shares, to the extent possible. NewCo shares issued to the holders of Naked Shares will be subject to adjustment based on Naked having Net Assets (as defined below) of $5.8 million, as adjusted for each Subsequent Capital Raise as mutually agreed to by Naked and Bendon (the “Net Asset Amount”) (provided that if equity or options are issued to cancel all or any portion of the Hochman Obligation (as defined below), the Net Asset Amount shall increase by that same amount), and Bendon having Net Debt (as defined below) of $19.4 million as of the Closing (the “Net Debt Amount”) as follows:”
2. Sections 1(a) and (b) shall be replaced in their entirety with the following:
“(a) In the event Naked’s Net Assets are less than the Net Asset Amount (the “Net Asset Shortfall Amount”) as of the Measurement Date (as defined below), then the aggregate amount of ordinary shares of NewCo issuable to the holders of the Naked Shares shall be reduced by the amount of ordinary shares of NewCo equal to the product obtained by multiplying (i) the difference between the Net Asset Amount and the Net Asset Shortfall Amount and (ii) 11.634. In the event Naked’s Net Assets are more than the Net Asset Amount (the “Net Asset Excess Amount”) at the Closing, then the aggregate amount of ordinary shares of NewCo issuable to the holders of Naked Shares shall be increased by the amount of ordinary shares of NewCo equal to the product obtained by multiplying (i) the difference between the Net Asset Amount and the Net Asset Excess Amount and (ii) 11.634; provided , however , that in either event, such adjustment shall only be made to the extent such Net Asset Shortfall Amount or Net Asset Excess Amount is greater than or less than $150,000, as applicable. The “Measurement Date” shall be the most recent 15th day of the calendar month or the last day of the calendar month that precedes the date the staff of the Securities and Exchange Commission informs the parties it has no further comments on the proxy statement / prospectus referred to in Section 6 hereof. Naked and Bendon have previously agreed to an operating budget (the “Budget”) for the period from the date of the Pre-merger Financing (as defined below) until the Closing Date. Any change, at any time, in the Budget shall cause a dollar-for-dollar change in the Net Asset Amount. The Board has established a committee to oversee the Budget, which committee is comprised of four directors and includes two existing directors and the New Directors (as defined in Section 7 of this letter). The Budget will be reviewed by such committee on a regular basis. No material adverse deviations from the Budget will be made without approval from the committee.
(b) In the event Bendon’s Net Debt exceeds the Net Debt Amount (the “Net Debt Excess Amount”) as of the Measurement Date, then the aggregate amount of ordinary shares of NewCo issuable to the holders of Naked Shares shall be increased by the amount of ordinary shares of NewCo equal to the product obtained by multiplying (i) the difference between the Net Debt Excess Amount and the Net Debt Amount and (ii) 0.833. In the event Bendon’s Net Debt is less than the Net Debt Amount (the “Net Debt Shortfall Amount”), then the aggregate number of ordinary shares of NewCo issuable to the holders of the Naked Shares shall be reduced by the amount of ordinary shares of NewCo equal to the product obtained by multiplying (i) the difference between the Net Debt Shortfall Amount and the Net Debt Amount and (ii) 0.833; provided , however , that in either event, such adjustment shall only be made to the extent such Net Debt Excess Amount or Net Debt Shortfall Amount is greater than or less than $1,000,000, as applicable.”
3. Section 10 shall be replaced in its entirety with the following:
“Each member of the Naked Management Group as of the date of this letter that is a stockholder of Naked (other than Carole Hochman and Joel Primus, collectively, the “Naked Executives”) shall agree in writing not to sell Naked Shares until the Closing Date, subject to customary exceptions. The Naked Executives shall agree in writing not to sell their respective Naked Shares for a period of six (6) months after the Closing Date.”
4. The parties hereby agree that for purposes of the Letter of Intent, the above-referenced change in Merger structure shall not be considered an adverse change in the economic terms of the Letter of Intent which would cause the Letter of Intent to be terminated. Additionally, the parties hereby agree that the reference to April 10, 2017 in Section 17 of the Letter of Intent is hereby replaced with May 26, 2017.
With the exception of the aforementioned changes, the Letter of Intent remains in full force and effect.
If the foregoing correctly sets forth our agreement, please so confirm by signing in the space indicated below.
| Very truly yours, | |||
| BENDON LIMITED | |||
| By: | /s/ Justin Davis-Rice | ||
| Name: Justin Davis-Rice | |||
| Title: Chairman | |||
| Accepted and confirmed: | |||
| NAKED BRAND GROUP INC. | |||
| By: | /s/ Carole Hochman | ||
| Name: Carole Hochman | |||
| Title: Chief Executive Officer | |||
Exhibit 99.1
Naked Brand Group Announces $5.5 Million in Gross Proceeds from Completed At The Market Offering; Amends LOI with Bendon to Reflect $34 Million in Expected Balance Sheet Improvements
NEW YORK, April 11, 2017 --(BUSINESS WIRE)-- Naked Brand Group Inc. (NASDAQ:NAKD) (“Naked”), an innovative fashion and lifestyle brand, today announced that it has raised gross proceeds of $5.5 million under its previously announced at the market offering program (“ATM”). Naked sold 2,189,052 shares of common stock at an average price of $2.51 pursuant to the At The Market Offering Agreement with Maxim Group, LLC. Naked raised approximately $5.3 million in net proceeds under the ATM, and currently has no further capacity to sell shares under its $7.5 million shelf registration statement filed on October 6, 2016.
Further, Naked has entered into Amendment No. 3 (the “Amendment”) to the Letter of Intent, dated December 19, 2016, as amended on February 9, 2017, and March 9, 2017 (the “LOI”), entered into by Naked and Bendon Limited (“Bendon”) in connection with the previously announced proposed business combination (the “Business Combination”). The Amendment includes $34 million in positive adjustments to the net debt target for the anticipated combined company’s balance sheet at the close of the transaction. As contemplated under the Amendment, the combined company would have total net debt of approximately $13 million upon transaction close, with approximately $6 million in assets under Naked, and $19 million in net debt under Bendon. This compares to the previously contemplated total net debt of approximately $51 million, with $1 million in assets under Naked and $52 million in debt under Bendon.
Pursuant to the LOI, it is contemplated that Naked will merge into a subsidiary of a newly formed Australian holding company (“NewCo”) and the shareholders of Naked and Bendon, respectively, will be issued shares of NewCo, which will become the new public company following consummation of the proposed transactions. As a result of the changes in the structure of the Business Combination, the parties have agreed in Amendment No. 3 to extend the deadline by which they are required to enter into a definitive agreement until May 26, 2017. In addition, the parties have agreed to amend the terms of the transaction to reflect certain corporate developments that have occurred or are expected to occur with respect to the parties to the transaction that positively impact the projected balance sheet of NewCo and impact the target Net Asset Amount and Net Debt Amount (each as defined in the LOI) and, thereby, the relative number of shares issuable to shareholders of Naked and the shareholders of Bendon (each as defined in the LOI).
Carole Hochman, Naked’s Chief Executive Officer and Chief Creative Officer, stated, “We have been working very closely with Bendon to ensure that the proposed merger is structured in such a way that it is advantageous to the combined go-forward company as well as our current shareholders. To that end, we are very pleased that we will have a stronger balance sheet, which should provide a solid platform for both organic growth and future potential acquisitions. Importantly, we are committed to and diligently working toward completion of this merger.”
Justin Davis-Rice, Executive Chairman of Bendon, commented, “I am pleased with the hard work that has been done to recapitalize the business, re-domicile the company, and ensure that we are optimally positioned as a go-forward combined company. We remain committed to completing the merger with Naked and continue to believe that this transformative merger will create a global intimate apparel leader with strong growth prospects.”
Completion of the Business Combination remains subject to the negotiation of a definitive merger agreement (the “Merger Agreement”), satisfaction of the conditions negotiated therein and approval of the Business Combination by Naked’s shareholders. Accordingly, there can be no assurance that a Merger Agreement will be entered into or that the proposed Business Combination will be consummated. Further, readers are cautioned that those portions of the LOI, as amended, that describe the proposed Business Combination, including the consideration to be issued therein, are non-binding.
About Naked Brand Group Inc.:
Naked was founded on one basic desire--to create a new standard for how products worn close to the skin fit, feel, and function. Naked's women's and men's collections are available at www.wearnaked.com , and Naked has a growing retail footprint for its innovative and luxurious innerwear products in some of the leading online and department stores in North America including Nordstrom, Bloomingdale's, Dillard's, Soma, Saks Fifth Avenue, Amazon.com, BareNecessities.com, and more. In 2014, renowned designer and sleepwear pioneer Carole Hochman joined Naked as Chief Executive Officer, Chief Creative Officer, and Chairwoman with the goal of growing Naked into a global lifestyle brand. In June 2015, Naked announced a strategic partnership with NBA Miami HEAT (now Chicago Bulls) star Dwyane Wade. The 3-time NBA Champion, 11-time All Star, and Olympic Gold Medalist joined Naked's Advisory Board, and is the Creative Director for a signature collection of men's innerwear which launched in 2016. Naked is headquartered in New York City and plans to expand in the future into other apparel and product categories that can exemplify the mission of the brand, such as activewear, swimwear, sportswear and more. http://www.nakedbrands.com/
About Bendon Limited:
Bendon is a global leader in intimate apparel and swimwear renowned for its best in category innovation in design, and technology and unwavering commitment to premium quality products throughout its 70-year history. Bendon has a portfolio of 10 highly productive brands, including owned brands Bendon, Bendon Man, Davenport, Evollove, Fayreform, Hickory, Lovable (in Australia and New Zealand) and Pleasure State, as well as licensed brands Heidi Klum Intimates and Swimwear and Stella McCartney Lingerie and Swimwear.
In October 2014 Bendon announced supermodel and television host Heidi Klum as the Creative Director and face of Bendon's flagship Intimates collection, succeeding Elle Macpherson after 25 years with the brand. Bendon products are distributed 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. Bendon’s global supply chain is one of its strongest assets, controlling sourcing, manufacturing and production at over 30 partner facilities across Asia. Bendon has more than 700 staff at offices and stores in Auckland, Sydney, New York, London and Hong Kong and is poised for continued meaningful growth as it opens additional retail stores and expands its current portfolio of products. http://www.bendongroup.com/
Additional Information and Where to Find It
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication does not constitute the solicitation of any vote or approval. The proposed Business Combination will be submitted to the stockholders of the Company for their consideration. In connection therewith, the NewCo, Bendon and the Company intend to file relevant materials with the Securities and Exchange Commission (“SEC”), including a Registration Statement on Form F-4 to be filed by NewCo that will include a proxy statement of Naked that also constitutes a prospectus of NewCo and a definitive proxy statement/prospectus (when they become available) will be sent to Naked stockholders. Such documents are not currently available. Before making any voting or investment decision with respect to the Business Combination, investors and security holders of the Company are urged to read the definitive proxy statement/prospectus and the other relevant materials filed or to be filed with the SEC carefully and in their entirety when they become available because they will contain important information about NewCo, the Company, Bendon and the proposed Business Combination. The definitive proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by NewCo or the Company with the SEC, may be obtained free of charge at the SEC web site at www.sec.gov. In addition, investors and security holders of the Company may obtain free copies of the documents filed with the SEC by the Company by directing a written request to: Naked Brand Group Inc., 95 Madison Avenue, 10th Floor, New York, New York 10016, Attention: Investor Relations.
Participants in the Solicitation
Naked and its directors, executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Naked in connection with the proposed Business Combination. Information regarding the participants in the proxy solicitation of the stockholders of Naked and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement/prospectus regarding the proposed Business Combination and other relevant materials to be filed with the SEC by Naked when they become available. Additional information regarding the directors and executive officers of Naked is also included in Naked’s Annual Report on Form 10-K for the year ended January 31, 2016 and the proxy statement for Naked’s 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Naked at the address described above.
Forward-Looking Statements
Certain statements either contained in or incorporated by reference into this communication, other than purely historical information, including estimates, projections and statements relating to Naked’s or Bendon’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in or incorporated by reference into this communication regarding strategy, future operations, future transactions, future financial position, future revenue, projected expenses, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements regarding the structure, timing and completion of the proposed Business Combination, the transactions contemplated thereby or any other actions to be taken in connection therewith; Naked’s continued listing on the NASDAQ Capital Market until closing of the proposed Business Combination; Naked’s continued compliance with the minimum shareholders’ equity requirements at the time of Naked’s next periodic report; NewCo’s anticipated listing on the NASDAQ Capital Market upon closing of the proposed Business Combination; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company’s capital to support its future operations; Naked’s and Bendon’s plans, objectives, expectations and intentions; the nature, strategy and focus of the combined company; the executive and board structure of the combined company; and expectations regarding voting by Naked’s stockholders. Naked and/or Bendon may not actually achieve the plans, carry out the intentions or meet the expectations disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties. Actual results and performance could differ materially from those projected in the forward-looking statements as a result of many factors, including, without limitation, risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed Business Combination through the process being conducted by Naked, NewCo and Bendon, the ability of Naked, NewCo and Bendon to enter into a definitive agreement and consummate such transaction, the risk that one or more of the conditions to closing of the Business Combination may not be satisfied, including, without limitation, the effectiveness of the registration statement to be filed with the SEC or the listing of NewCo’s ordinary shares on the NASDAQ Capital Market, the lack of a public market for ordinary shares of NewCo and the possibility that a market for such shares may not develop, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources of the combined company to meet its business objectives and operational requirements, the ability to realize the expected synergies or savings from the proposed Business Combination in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked’s and Bendon’s businesses in a timely and cost-efficient manner, the inherent uncertainty associated with financial projections, and the potential impact of the announcement or closing of the proposed Business Combination on customer, supplier, employee and other relationships. Caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Naked disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances that exist after the date on which they were made.
ICR
Naked Brand Group
Alecia Pulman/Brittany Fraser, 203-682-8200
NakedBrandsPR@icrinc.com
or
Investor Relations:
Jean Fontana/Megan Crudele, 646-277-1200
Jean.fontana@icrinc.com
Source: Naked Brand Group Inc.