DESTINATION MATERNITY CORPORATION (NASDAQ:DEST) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The disclosure set forth below under Items 1.02 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 1.01 | Termination of a Material Definitive Agreement. |
On December19, 2016, and as previously disclosed in a Current Report on Form 8-K filed on December20, 2016 (the “Initial Report”), Destination Maternity Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Orchestra-Prémaman S.A. (“Orchestra”) and its wholly owned subsidiary, US OP Corporation (“Merger Sub”), to which it was contemplated that Merger Sub would merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Orchestra (the “Merger”). On the same date, and in connection with the Merger Agreement, the Company also entered into a Governance Agreement with Parent and certain of its affiliates (the “Governance Agreement”). The descriptions of the Merger Agreement and Governance Agreement contained in the Initial Report are incorporated by reference herein.
On July27, 2017, the Company, Orchestra, and certain other affiliates of Orchestra entered into a Termination Agreement (the “Termination Agreement”) to which they agreed to terminate the Merger Agreement and various ancillary agreements entered into in connection with and in contemplation of the Merger, in each case effective immediately. Orchestra, directly and through its affiliates, continues to beneficially own 1,922,820 of the Company’s outstanding common stock.
The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of the Termination Agreement, which is incorporated by reference herein and is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 1.01 | Regulation FD Disclosure. |
On July27, 2017, the Company issued a press release regarding termination of the Merger Agreement and related agreements and execution of the Termination Agreement. The text of the press release, which is filed as Exhibit 99.1 to this Current Report on Form 8-K, is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
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ExhibitNo. |
Description |
| 10.1 | Termination Agreement, dated July 27, 2017, by and among the Company, Orchestra, Merger Sub, Yeled Invest S. à r. l, and Orchestra-Prémaman USA Inc. |
| 99.1 | Press release of the Company issued July 27, 2017. |
Destination Maternity Corp ExhibitEX-10.1 2 d431248dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Copy TERMINATION AGREEMENT This Termination Agreement (the “Agreement”) is entered into on the 27th day of July,…To view the full exhibit click here
About DESTINATION MATERNITY CORPORATION (NASDAQ:DEST)
Destination Maternity Corporation, formerly Mothers Work, Inc. is a designer and retailer of maternity apparel in the United States. The Company operates a chain of maternity apparel specialty stores. The Company operates through the design, manufacture, and sale of maternity apparel and related accessories segment. It operates approximately 1,815 retail locations, including over 540 stores in the United States, Canada and Puerto Rico, and approximately 1,280 leased departments located within department stores and baby specialty stores throughout the United States, in Puerto Rico and, in England. The Company sells merchandise on the Internet, primarily through its Motherhood.com, APeaInThePod.com and DestinationMaternity.com Websites. The Company also sells its merchandise through its Canadian Website, MotherhoodCanada.ca, through Amazon.com in the United States, and through Websites of certain of its retail partners.
