Naked Brand Group Inc. (NASDAQ:NAKD) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry Into a Material Definitive Agreement. |
On March 9, 2017, Naked Brand Group Inc. (the Company) entered
into Amendment No. 2 (the Amendment) to the Letter of Intent,
dated December 19, 2016, as amended February 10, 2017 (the LOI),
entered into by the Company and Bendon Limited (Bendon) in
connection with a proposed business combination (the Business
Combination).
The Amendment, among other things, revises the proposed structure
of the Business Combination. As contemplated by the Amendment,
the Company will now merge with and into a subsidiary of a newly
formed Australian holding company (NewCo) which will be the
ultimate parent company of Bendon and the Company (the Merger).
The Amendment contemplates that, upon consummation of the Merger,
NewCo will issue to the current holders of the outstanding
capital stock of Bendon an aggregate of 118,812,163 ordinary
shares of NewCo (the Bendon Shares) and issue to the Company an
amount of ordinary shares of NewCo equal to the number of shares
of outstanding common stock of the Company (the Naked Shares)
immediately prior to the Merger, and as of the effective time of
the Merger, no other shares of NewCo will be outstanding. Shares
issued to Bendon will be subject to adjustment based on the
Company having Net Assets (as defined in the Amendment) of
$786,246, which amount will be adjusted as a result of any
subsequent capital transactions agreed to by the Company and
Bendon. In connection with the closing of the Merger, NewCos
shares must be approved for listing on the Nasdaq Capital Market.
Further, the Amendment (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 March 10, 2017 to April 10, 2017; and (ii) 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 Merger remains subject to the negotiation of a
definitive merger agreement (the Merger Agreement), satisfaction
of the conditions negotiated therein and approval of the Merger
by the Companys stockholders. Accordingly, there can be no
assurance that a Merger Agreement will be entered into or that
the proposed Merger will be consummated. Those portions of the
LOI, as amended, that describe the proposed Merger, 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 March 10, 2017, the Company issued a press release relating to
the Amendment. 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. 2 to Letter of Intent, dated March 9, 2017* |
|
99.1 |
Press Release, dated March 10, 2017** |
*Filed herewith
**Furnished herewith
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
The Company 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 the Company in connection with the proposed Business
Combination. Information regarding the participants in the proxy
solicitation of the stockholders of the Company 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 the
Company when they become available. Additional information
regarding the directors and executive officers of the Company is
also included in the Companys Annual Report on Form 10-K for the
year ended January 31, 2016 and the proxy statement for Nakeds
2016 Annual Meeting of Stockholders. These documents are
available free of charge at the SECs 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, other than purely historical
information, including estimates, projections and statements
relating to the Companys or Bendons 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 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; the Companys
continued listing on the NASDAQ Capital Market until closing of
the proposed Business Combination; NewCos antcipated 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 companys capital to support
its future operations; the Companys and Bendons 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
Companys 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 managements 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 NewCos 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 Nakeds and
Bendons 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.
About Naked Brand Group Inc. (NASDAQ:NAKD)
Naked Brand Group Inc. is an apparel and lifestyle brand company. The Company is focused on innerwear products for women and men. The Company designs, manufactures and sells men’s and women’s underwear, intimate apparel, loungewear and sleepwear under Naked brand name. The Company sells its products through retail partners and direct to consumer through its online retail store www.wearnaked.com. The Company offers a range of innerwear products for men, including boxer briefs, trunks, briefs, undershirts, t-shirts, lounge pants, lounge shorts and robes. Its primary men’s collections include Luxury, Active and Essential. Its women’s collections include a range of products, such as boyshorts, hipsters, lounge pants and tops, camisoles, tank tops, pajamas, chemises and sleepshirts. The Company also makes French Terry robes, as well as Double Gauze woven cotton sleepwear. Naked Brand Group Inc. (NASDAQ:NAKD) Recent Trading Information
Naked Brand Group Inc. (NASDAQ:NAKD) closed its last trading session up +0.05 at 2.51 with shares trading hands.