NEW YORK--(BUSINESS WIRE)--Naked Brand Group Inc. (NASDAQ:NAKD), an innovative fashion and lifestyle brand, today announced that, based on the final vote by the independent inspector of elections for the special meeting of stockholders held today, stockholders approved, among other things, a proposal to adopt the previously announced Agreement and Plan of Merger dated May 25, 2017, and amended on July 26, 2017, February 21, 2018, March 19, 2018 and April 23, 2018 (the “Merger Agreement”), by and among Naked, Bendon Limited, a New Zealand limited company (“Bendon”), Bendon Group Holdings Limited, an Australia limited company (“Holdco”), Naked Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Holdco (“Merger Sub”) and Bendon Investments Ltd., a New Zealand company and the owner of a majority of the outstanding shares of Bendon (the “merger proposal”).
At the Special Meeting, shares representing approximately 54% of Naked’s issued and outstanding shares were voted with more than 98% of the votes cast in favor of the merger proposal, representing more than 53% of Naked Brand Group’s outstanding shares.
Under the terms of the Merger Agreement, all of the shareholders of Bendon will exchange all the outstanding ordinary shares of Bendon for ordinary shares of Holdco (“Holdco Ordinary Shares”), and immediately thereafter, Naked will merge with Merger Sub, with Naked surviving as a wholly owned subsidiary of Holdco and the Naked stockholders receiving Holdco Ordinary Shares (collectively, the “business combination”).
Holdco, which is not currently a public company, has applied for listing on the Nasdaq Capital Market to be effective at the time of the completion of the business combination. Completion of the business combination is subject to certain conditions, including the approval of Holdco’s application for the listing of its shares on the Nasdaq Capital Market and other customary closing conditions. The ordinary shares for the combined company are expected to commence trading on The NASDAQ Stock Market under the symbol “NAKD" once the merger is completed. The parties will look to consummate the transactions as soon as possible.
“We are very pleased with the affirmative vote at the special meeting of stockholders concerning our business combination with Bendon and we now look forward to closing this transaction," stated Carole Hochman, Naked’s Chairwoman, Chief Executive Officer and Chief Creative Officer.
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. Currently featuring an innovative and luxurious collection of innerwear products, the Company plans to expand into additional apparel and product categories that exemplify the mission of the brand, such as activewear, swimwear, sportswear and more. Naked's women's and men's collections are available at www.wearnaked.com, as well as through some of the leading online retailers and department stores in North America, including Nordstrom.com Bloomingdale's, Dillard's, Soma.com, SaksFifthAvenue.com, Amazon.com, and BareNecessities.com, among others. Renowned designer and sleepwear pioneer and Chief Executive Officer, Carole Hochman, leads Naked from its headquarters in New York City. http://www.nakedbrands.com/
