Under the agreement, Bendon would gain access to the U.S. capital markets to further grow its business globally, both organically and through future strategic acquisitions. The Naked brand would leverage Bendon’s global wholesale and retail distribution channels. The two would see operating synergies both through an integrated supply chain management and from administration functions.
The two firms have already inked a letter of intent for the transaction, but a merger agreement between the two still needs to be executed. The plan is to have one completed by Feb. 10. Once executed, the parties will seek shareholder approval from Naked’s shareholders during the first quarter of 2017. The proxy statement for the proposed transaction is subject to review by the Securities and Exchange Commission. It wasn’t immediately clear what the new name of the merged entity will be, although that decision might not be made until a signed merger agreement has been executed.
The letter of intent calls for Naked to issue to the holders of ordinary shares of Bendon a total of 118.8 million shares of Naked’s common stock, representing 93.6 percent of the combined company. The terms further provide that key employees of Bendon will be offered employment with Naked, upon completion of the merger.
The combined firm also would benefit from the industry expertise of Carole Hochman, Naked’s chief executive officer, who will become chief creative officer of the merged entity. Hochman would retain her seat on Naked’s board. Justin Davis-Rice, executive chairman of Bendon, will join Naked’s board, effective immediately.
Naked is an innerwear fashion and lifestyle brand, while Bendon is a global leader in intimate apparel and swimwear. Some of Bendon’s brands include Heidi Klum Intimates and Swimwear; Stella McCartney Lingerie and Swimwear; Bendon Man; Davenport, and Lovable in Australia and New Zealand. Bendon’s products are distributed through over 4,000 doors across 34 countries, and through its growing network of 60 company-owned Bendon retail and outlet stores in Australia, New Zealand and Ireland.
Hochman said, “the Bendon team has built a phenomenal business, and by leveraging their infrastructure, product and geographic knowledge, and talent, we believe that we can accelerate our growth in the innerwear fashion and lifestyle market.”
Davis-Rice said, “This is a transformative merger that will create a powerful creative, marketing, operational and capital markets platform. As a publicly traded company in the U.S., we expect to have an opportunity to accelerate our growth and strengthen our position as a global leader in intimate apparel, swimwear, innerwear fashion and lifestyle brands through both organ growth and strategic acquisitions.”
Davis-Rice also said that Hochman’s expertise will help Bendon grow and develop its sleepwear business, a product category that he said “represents a significant growth opportunity.”