Naked Brand Group and Bendon Limited Merge

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Naked Brand Group and Bendon Limited Merge

05/25/2017
Naked Brand Group Inc. and privately held Bendon Limited have entered into an agreement and plan of reorganization pursuant to which Naked's shareholders will, upon the closing of the merger, receive approximately 7 percent of the outstanding ordinary shares of the combined company on a fully diluted basis, subject to adjustment.

"We are pleased to have reached a definitive agreement with Bendon, which is the culmination of much hard work," said Carole Hochman, Naked's CEO and chief creative officer. "We believe that this merger is structured to benefit our shareholders as well as the go-forward business. We look forward to closing this transaction in due course."

"This transformative merger will create a powerful portfolio of iconic innerwear, sleepwear, and swimwear brands," said Justin Davis-Rice, executive chairman of Bendon. "We believe this merger will enable the combined company to strengthen its global industry leadership and continue to drive growth over the long term."

Pursuant to the merger agreement, Naked and Bendon, respectively, will become wholly owned subsidiaries of Bendon Group Holdings Limited, a newly formed Australian holding company (Holdco), 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, including the filing and effectiveness of a registration statement with the Securities and Exchange Commission (SEC) and the listing of Holdco's ordinary shares on Nasdaq or the NYSE and is expected to be completed by the end of October 2017.

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.