Form 8-K for NAKED BRAND GROUP INC.
18-Jan-2017
Entry into a Material Definitive Agreement,
Unregistered Sale of Equity Se
Item 1.01. Entry Into a Material Definitive Agreement.
Entry into Securities Purchase Agreement.
On January 12, 2017, Naked Brand Group Inc. (the "Company")
entered into a Securities Purchase Agreement (the "Purchase
Agreement") with certain investors providing for the issuance
and sale by the Company of 1,879,811 shares of the Company's
common stock, par value $0.001 per share (the "Shares"), in a r
egistered direct offering (the "Offering"). The Shares were
offered at a price of $1.04 per Share.
The gross proceeds from the Offering are $1.955
million. The Company intends to use the proceeds
from the Offering to provide working capital for general
corporate purposes and to support Naked's ongoing
operations through the estimated timeframe to
completion of its proposed merger with Bendon
Limited, the Letter of Intent for which was announced
January 13, 2017.
The Shares were offered by the Company pursuant
to a shelf registration statement on Form S-3 (File No.
333-213965), which was declared effective by the
Securities and Exchange Commission (the "SEC")
on October 19, 2016. The Shares may be offered
only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration
statement. A prospectus supplement relating to the
Offering will be filed with the SEC and will be available
on the SEC's website at http://www.sec.gov.
Attached as Exhibit 5.1 to this Current Report is the
opinion of Duane Morris LLP relating to the legality
of the issuance and sale of the Shares.
The Purchase Agreement contains customary
representations, warranties and covenants by the
Company and the investors including representations
and warranties that the respective parties made to, and
solely for the benefit of, the other parties thereto in the
context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the
parties. The provisions of the Purchase Agreement, including
the representations and warranties contained therein, are not
for the benefit of any party other than the parties to the Purchase
Agreement or as stated therein and is not intended as a document
for investors and the public to obtain factual information about the
current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures
contained in the Company's filings with the SEC.
The foregoing summary of the Purchase Agreement
does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report.
This Current Report does not constitute an offer to sell
the Shares or a solicitation of an offer to buy these
Shares, nor shall there be any sale of these Shares in
any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to
registration or qualification under the securities
laws of any such state or jurisdiction.
Entry into Letter of Intent
On December 19, 2016, the Company entered
into a letter of intent with Bendon Limited (the "LOI"),
an intimate apparel company based in New Zealand ("Bendon"),
for a proposed merger of the companies, pursuant to which a
newly-formed, wholly-owned subsidiary of the Company
would merge with and into Bendon (the "Merger"). The LOI
became binding on the Company on January 12, 2017 upon
entry into the Purchase Agreement. Upon consummation of
the proposed Merger, Bendon would be the surviving corporation,
continuing in existence as a wholly-owned subsidiary of the Company.
As contemplated by the LOI, the Company would issue the holders
of ordinary shares of Bendon an aggregate of 118,812,163 shares of
common stock of the Company. Completion of the proposed Merger
is subject to the negotiation of a definitive merger agreement (the
"Merger Agreement"), satisfaction of the conditions negotiated therein
and approval of the proposed Merger by the Company's stockholders.
Pursuant to the terms of the LOI, the Company's management, as well
as certain insiders, will agree to sign voting agreements pursuant to
which each stockholder will grant a proxy and/or agree to vote for
the proposed Merger at any meeting of stockholders. In addition,
key employees of Bendon will be offered employment with the
Company, to be effective upon completion of the proposd Merger
and Ms. Carole Hochman, the Company's current Chief Executive
Officer, Chief Creative Officer, and Chairwoman of its board of
directors, will be offered continued employment pursuant to an
employment agreement. Further, the Company is required to (i) . . .
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, the Company issued each of
Carole Hochman, David Hochman and Andrew Kaplan
a convertible promissory note in the principal amount
of $112,000, $12,000 and $100,000, respectively (each
a "Note" and collectively, the "Notes"). In accordance
with the terms and conditions of the Notes, upon
completion of the Offering, the outstanding balance of
each Note automatically converted into shares of common
stock. Ms. Hochman converted an outstanding balance
of $114,320 into 92, 943 shares based on a conversion
price per share of $1.23 and Mr. Hochman and Mr.
Kaplan converted an outstanding balance of $12,210 and
$101,751, respectively, into 11,740 shares and 97,837
shares based on a conversion price per share of $1.04.
Upon completion of the Offering and the issuance of the
shares upon conversion of the Notes, the Company has
8,152,313 shares of common stock outstanding.
The shares of common stock issued upon conversion
of the Notes were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"),
and/or Rule 506 of Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pursuant to the terms of the LOI, on January 17, 2017,
the board of directors of the Company elected Justin Davis
-Rice and Edward Peter Hanson to serve as directors on the
board of directors until the Company's next annual meeting
of stockholders or until their earlier resignation or removal.
Mr. Rice is the Executive Chairman of Bendon. Except with
respect to the LOI in which Mr. Rice has in interest due to his
position at Bendon, the Company has not entered into any
transactions with Messrs. Rice and Hanson that are reportable
pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD.
On January 13, 2017, the Company issued a press release announcing the Offering. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On January 13, 2017, the Company issued a joint press release with Bendon relating to the Merger. A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01. Other Information.
As previously disclosed, on September 23, 2016, the Company received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market ("NASDAQ") notifying the Company that it no longer complies with NASDAQ Listing Rule 5550(b)(1) due to the Company's failure to maintain a minimum of $2,500,000 in stockholders' equity (the "Minimum Stockholders' Equity Requirement") or any alternatives to such requirement. The Company reported stockholders' equity of $420,941 in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016. In November 2016, the Company provided NASDAQ with a plan to regain compliance, which among other things, discussed the proposed Merger. In December 2016, NASDAQ granted the Company an extension of up to 180 calendar days from the date of the notice, or until March 22, 2017, to evidence compliance with the Minimum Stockholders' Equity Requirement. The Company is working diligently to satisfy the Minimum Stockholders' Equity Requirement; however, it cannot make any assurance that it will comply by March 22, 2017. In the event the Company does not satisfy such requirement, NASDAQ will provide written notification that the Company's common stock will be delisted. At that time, the Company may appeal NASDAQ's determination to a hearings panel.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
5.1 Opinion of Duane Morris LLP*
10.1 Securities Purchase Agreement dated January 12, 2017, between Naked
Brand Group Inc. and certain investors*
10.2 Form of Voting Agreement*
10.3 Letter of Intent, dated December 19, 2016*
23.1 Consent of Duane Morris LLP (included in Exhibit 5.1)*
99.1 Press Release, dated January 13, 2017**
99.2 Press Release, dated January 13, 2017**
* Filed herewith.
** Furnished herewith.
Additional Information and Where to Find It
This communication does not constitute the solicitation of any vote or approval. This communication is being made in respect of the proposed Merger. The proposed Merger will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the SEC, including a definitive proxy statement. Such documents are not currently available. Before making any voting or investment decision with respect, investors and security holders of the Company are urged to read the definitive proxy statement 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 the Company, Bendon and the proposed Merger. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by 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.
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.
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 Merger. 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 regarding the proposed Merger 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 Company's Annual Report on Form 10-K for the year ended January 31, 2016 and the proxy statement for Naked's 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC's 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 document, other than purely historical information, including estimates, projections and statements relating to the Company's 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 on Form 8-K regarding strategy, future operations, 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 relating to the structure, timing and completion of the proposed Merger; the Company's continued listing on the NASDAQ Capital Market until closing of the proposed Merger; the combined company's listing on the NASDAQ Capital Market after closing of the proposed Merger; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company's capital to support its future operations; the Company's and Bendon's 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 Company's 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 management's 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 Merger through the process being conducted by the Company and Bendon, the ability of the Company to enter into the Merger Agreement and consummate such transaction, 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 Merger in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked's and Bendon's 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 Merger 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.
Naked Brand Group, Inc. :NAKD-US:
Earnings Analysis: Q3, 2017 By the
Numbers : January 17, 2017
Naked Brand Group, Inc. reports
financial results for the quarter ended
October 31, 2016.
We analyze the earnings along side the
following peers of Naked Brand Group, Inc.
– Cherokee Inc. (CHKE-US) that have also
reported for this period.
Highlights
1.Summary numbers: Revenues of USD 0.55
million, Net Earnings of USD -2.36 million.
2.Gross margins widened from 20.62% to 29.22%
compared to the same period last year, operating
(EBITDA) margins now -423.11% from -1,038.10%.
3.Year-on-year change in operating cash flow of 18.50%
is about the same as the change in earnings, likely
no significant movement in accruals or reserves.
4.Earnings growth from operating margin improvements
as well as one-time items.The table below shows the
preliminary results and recent trends for key metrics
such as revenues and net income growth:
Jan 14, 2017
U.S. shares mixed at close
of trade; Dow Jones Industrial
Average down 0.03%
U.S. equities were mixed at the close
on Friday, as gains in the Industrials,
Financials and Technology sectors
propelled shares higher while losses
in the Oil & Gas, Basic Materials and
Utilities sectors led shares lower.
At the close in NYSE, the Dow Jones
Industrial Average lost 0.03%, while the
S&P 500 index gained 0.18%, and the
NASDAQ Composite index gained 0.48%.
The biggest gainers of the session on the
Dow Jones Industrial Average were Nike
Inc (NYSE:NKE), which rose 0.99% or
0.52 points to trade at 52.92 at the close.
JPMorgan Chase & Co (NYSE:JPM)
added 0.53% or 0.46 points to end at 86.70
and Caterpillar Inc (NYSE:CAT) was up
0.52% or 0.49 points to 94.48 in late trade.
Biggest losers included Wal-Mart Stores
Inc (NYSE:WMT), which lost 1.24% or
0.84 points to trade at 67.13 in late trade.
EI du Pont de Nemours and Company
(NYSE:DD) declined 0.69% or 0.51 points
to end at 73.60 and United Technologies
Corporation (NYSE:UTX) shed 0.54% or
0.60 points to 110.22.
The top performers on the S&P 500 were
Netflix Inc (NASDAQ:NFLX) which rose
3.50% to 133.70, Monster Beverage
1990 Corp (NASDAQ:MNST) which was
up 3.25% to settle at 44.51 and Qorvo
Inc (NASDAQ:QRVO) which gained 3.04%
to close at 58.57.
The worst performers were Endo
International PLC (NASDAQ:ENDP) which
was down 4.90% to 13.19 in late trade,
Signet Jewelers Ltd (NYSE:SIG) which
lost 4.24% to settle at 80.78 and PVH Corp
(NYSE:PVH) which was down 4.10% to
89.31 at the close.
The top performers on the NASDAQ
Composite were Globus Maritime Ltd
(NASDAQ:GLBS) which rose 135.85%
to 7.2400, Naked Brand Group Inc
(NASDAQ:NAKD) which was up 63.46%
to settle at 1.700 and DexCom Inc
(NASDAQ:DXCM) which gained 25.91% to
close at 85.13.
The worst performers were Cellect
Biotechnology Ltd (NASDAQ:APOP) which
was down 28.81% to 4.35 in late trade,
Uranium Resources Inc (NASDAQ:URRE)
which lost 19.49% to settle at 2.5200
and Opexa Therapeutics Inc (NASDAQ
:OPXA) which was down 16.43% to 0.961
at the close.
Advancing stocks outnumbered falling
ones by 1997 to 1197 and 51 ended
unchanged; on the Nasdaq Stock Exchange,
1788 rose and 745 declined, while 99
ended unchanged on the New York Stock
Exchange.
The CBOE Volatility Index, which measures
the implied volatility of S&P 500 options,
was down 2.17% to 11.29.
In commodities trading, Gold for February
delivery was down 0.15% or 1.85 to $1197.95
a troy ounce. Meanwhile, Crude oil for delivery
in February fell 0.92% or 0.49 to hit $52.52 a
barrel, while the March Brent oil contract fell
0.80% or 0.45 to trade at $55.56 a barrel.
EUR/USD was up 0.27% to 1.0641, while
USD/JPY fell 0.17% to 114.50.The US
Dollar Index was down 0.26% at 101.20.
18-Jan-2017
Entry into a Material Definitive Agreement,
Unregistered Sale of Equity Se
Item 1.01. Entry Into a Material Definitive Agreement.
Entry into Securities Purchase Agreement.
On January 12, 2017, Naked Brand Group Inc. (the "Company")
entered into a Securities Purchase Agreement (the "Purchase
Agreement") with certain investors providing for the issuance
and sale by the Company of 1,879,811 shares of the Company's
common stock, par value $0.001 per share (the "Shares"), in a r
egistered direct offering (the "Offering"). The Shares were
offered at a price of $1.04 per Share.
The gross proceeds from the Offering are $1.955
million. The Company intends to use the proceeds
from the Offering to provide working capital for general
corporate purposes and to support Naked's ongoing
operations through the estimated timeframe to
completion of its proposed merger with Bendon
Limited, the Letter of Intent for which was announced
January 13, 2017.
The Shares were offered by the Company pursuant
to a shelf registration statement on Form S-3 (File No.
333-213965), which was declared effective by the
Securities and Exchange Commission (the "SEC")
on October 19, 2016. The Shares may be offered
only by means of a prospectus, including a prospectus
supplement, forming a part of the effective registration
statement. A prospectus supplement relating to the
Offering will be filed with the SEC and will be available
on the SEC's website at http://www.sec.gov.
Attached as Exhibit 5.1 to this Current Report is the
opinion of Duane Morris LLP relating to the legality
of the issuance and sale of the Shares.
The Purchase Agreement contains customary
representations, warranties and covenants by the
Company and the investors including representations
and warranties that the respective parties made to, and
solely for the benefit of, the other parties thereto in the
context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the
parties. The provisions of the Purchase Agreement, including
the representations and warranties contained therein, are not
for the benefit of any party other than the parties to the Purchase
Agreement or as stated therein and is not intended as a document
for investors and the public to obtain factual information about the
current state of affairs of the parties to those documents and agreements.
Rather, investors and the public should look to other disclosures
contained in the Company's filings with the SEC.
The foregoing summary of the Purchase Agreement
does not purport to be complete and is qualified in its
entirety by reference to the Purchase Agreement, a copy
of which is filed as Exhibit 10.1 to this Current Report.
This Current Report does not constitute an offer to sell
the Shares or a solicitation of an offer to buy these
Shares, nor shall there be any sale of these Shares in
any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to
registration or qualification under the securities
laws of any such state or jurisdiction.
Entry into Letter of Intent
On December 19, 2016, the Company entered
into a letter of intent with Bendon Limited (the "LOI"),
an intimate apparel company based in New Zealand ("Bendon"),
for a proposed merger of the companies, pursuant to which a
newly-formed, wholly-owned subsidiary of the Company
would merge with and into Bendon (the "Merger"). The LOI
became binding on the Company on January 12, 2017 upon
entry into the Purchase Agreement. Upon consummation of
the proposed Merger, Bendon would be the surviving corporation,
continuing in existence as a wholly-owned subsidiary of the Company.
As contemplated by the LOI, the Company would issue the holders
of ordinary shares of Bendon an aggregate of 118,812,163 shares of
common stock of the Company. Completion of the proposed Merger
is subject to the negotiation of a definitive merger agreement (the
"Merger Agreement"), satisfaction of the conditions negotiated therein
and approval of the proposed Merger by the Company's stockholders.
Pursuant to the terms of the LOI, the Company's management, as well
as certain insiders, will agree to sign voting agreements pursuant to
which each stockholder will grant a proxy and/or agree to vote for
the proposed Merger at any meeting of stockholders. In addition,
key employees of Bendon will be offered employment with the
Company, to be effective upon completion of the proposd Merger
and Ms. Carole Hochman, the Company's current Chief Executive
Officer, Chief Creative Officer, and Chairwoman of its board of
directors, will be offered continued employment pursuant to an
employment agreement. Further, the Company is required to (i) . . .
Item 3.02 Unregistered Sales of Equity Securities.
As previously disclosed, the Company issued each of
Carole Hochman, David Hochman and Andrew Kaplan
a convertible promissory note in the principal amount
of $112,000, $12,000 and $100,000, respectively (each
a "Note" and collectively, the "Notes"). In accordance
with the terms and conditions of the Notes, upon
completion of the Offering, the outstanding balance of
each Note automatically converted into shares of common
stock. Ms. Hochman converted an outstanding balance
of $114,320 into 92, 943 shares based on a conversion
price per share of $1.23 and Mr. Hochman and Mr.
Kaplan converted an outstanding balance of $12,210 and
$101,751, respectively, into 11,740 shares and 97,837
shares based on a conversion price per share of $1.04.
Upon completion of the Offering and the issuance of the
shares upon conversion of the Notes, the Company has
8,152,313 shares of common stock outstanding.
The shares of common stock issued upon conversion
of the Notes were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"),
and/or Rule 506 of Regulation D promulgated thereunder.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Pursuant to the terms of the LOI, on January 17, 2017,
the board of directors of the Company elected Justin Davis
-Rice and Edward Peter Hanson to serve as directors on the
board of directors until the Company's next annual meeting
of stockholders or until their earlier resignation or removal.
Mr. Rice is the Executive Chairman of Bendon. Except with
respect to the LOI in which Mr. Rice has in interest due to his
position at Bendon, the Company has not entered into any
transactions with Messrs. Rice and Hanson that are reportable
pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD.
On January 13, 2017, the Company issued a press release announcing the Offering. The press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On January 13, 2017, the Company issued a joint press release with Bendon relating to the Merger. A copy of the joint press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01. Other Information.
As previously disclosed, on September 23, 2016, the Company received written notice from the Listing Qualifications Staff of The NASDAQ Stock Market ("NASDAQ") notifying the Company that it no longer complies with NASDAQ Listing Rule 5550(b)(1) due to the Company's failure to maintain a minimum of $2,500,000 in stockholders' equity (the "Minimum Stockholders' Equity Requirement") or any alternatives to such requirement. The Company reported stockholders' equity of $420,941 in its Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2016. In November 2016, the Company provided NASDAQ with a plan to regain compliance, which among other things, discussed the proposed Merger. In December 2016, NASDAQ granted the Company an extension of up to 180 calendar days from the date of the notice, or until March 22, 2017, to evidence compliance with the Minimum Stockholders' Equity Requirement. The Company is working diligently to satisfy the Minimum Stockholders' Equity Requirement; however, it cannot make any assurance that it will comply by March 22, 2017. In the event the Company does not satisfy such requirement, NASDAQ will provide written notification that the Company's common stock will be delisted. At that time, the Company may appeal NASDAQ's determination to a hearings panel.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
5.1 Opinion of Duane Morris LLP*
10.1 Securities Purchase Agreement dated January 12, 2017, between Naked
Brand Group Inc. and certain investors*
10.2 Form of Voting Agreement*
10.3 Letter of Intent, dated December 19, 2016*
23.1 Consent of Duane Morris LLP (included in Exhibit 5.1)*
99.1 Press Release, dated January 13, 2017**
99.2 Press Release, dated January 13, 2017**
* Filed herewith.
** Furnished herewith.
Additional Information and Where to Find It
This communication does not constitute the solicitation of any vote or approval. This communication is being made in respect of the proposed Merger. The proposed Merger will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the SEC, including a definitive proxy statement. Such documents are not currently available. Before making any voting or investment decision with respect, investors and security holders of the Company are urged to read the definitive proxy statement 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 the Company, Bendon and the proposed Merger. The definitive proxy statement and other relevant materials (when they become available), and any other documents filed by 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.
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.
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 Merger. 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 regarding the proposed Merger 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 Company's Annual Report on Form 10-K for the year ended January 31, 2016 and the proxy statement for Naked's 2016 Annual Meeting of Stockholders. These documents are available free of charge at the SEC's 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 document, other than purely historical information, including estimates, projections and statements relating to the Company's 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 on Form 8-K regarding strategy, future operations, 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 relating to the structure, timing and completion of the proposed Merger; the Company's continued listing on the NASDAQ Capital Market until closing of the proposed Merger; the combined company's listing on the NASDAQ Capital Market after closing of the proposed Merger; expectations regarding the capitalization, resources and ownership structure of the combined company; the adequacy of the combined company's capital to support its future operations; the Company's and Bendon's 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 Company's 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 management's 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 Merger through the process being conducted by the Company and Bendon, the ability of the Company to enter into the Merger Agreement and consummate such transaction, 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 Merger in the amounts or in the timeframe anticipated, the risk that competing offers or acquisition proposals will be made, the ability to integrate Naked's and Bendon's 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 Merger 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.
Naked Brand Group, Inc. :NAKD-US:
Earnings Analysis: Q3, 2017 By the
Numbers : January 17, 2017
Naked Brand Group, Inc. reports
financial results for the quarter ended
October 31, 2016.
We analyze the earnings along side the
following peers of Naked Brand Group, Inc.
– Cherokee Inc. (CHKE-US) that have also
reported for this period.
Highlights
1.Summary numbers: Revenues of USD 0.55
million, Net Earnings of USD -2.36 million.
2.Gross margins widened from 20.62% to 29.22%
compared to the same period last year, operating
(EBITDA) margins now -423.11% from -1,038.10%.
3.Year-on-year change in operating cash flow of 18.50%
is about the same as the change in earnings, likely
no significant movement in accruals or reserves.
4.Earnings growth from operating margin improvements
as well as one-time items.The table below shows the
preliminary results and recent trends for key metrics
such as revenues and net income growth:
Jan 14, 2017
U.S. shares mixed at close
of trade; Dow Jones Industrial
Average down 0.03%
U.S. equities were mixed at the close
on Friday, as gains in the Industrials,
Financials and Technology sectors
propelled shares higher while losses
in the Oil & Gas, Basic Materials and
Utilities sectors led shares lower.
At the close in NYSE, the Dow Jones
Industrial Average lost 0.03%, while the
S&P 500 index gained 0.18%, and the
NASDAQ Composite index gained 0.48%.
The biggest gainers of the session on the
Dow Jones Industrial Average were Nike
Inc (NYSE:NKE), which rose 0.99% or
0.52 points to trade at 52.92 at the close.
JPMorgan Chase & Co (NYSE:JPM)
added 0.53% or 0.46 points to end at 86.70
and Caterpillar Inc (NYSE:CAT) was up
0.52% or 0.49 points to 94.48 in late trade.
Biggest losers included Wal-Mart Stores
Inc (NYSE:WMT), which lost 1.24% or
0.84 points to trade at 67.13 in late trade.
EI du Pont de Nemours and Company
(NYSE:DD) declined 0.69% or 0.51 points
to end at 73.60 and United Technologies
Corporation (NYSE:UTX) shed 0.54% or
0.60 points to 110.22.
The top performers on the S&P 500 were
Netflix Inc (NASDAQ:NFLX) which rose
3.50% to 133.70, Monster Beverage
1990 Corp (NASDAQ:MNST) which was
up 3.25% to settle at 44.51 and Qorvo
Inc (NASDAQ:QRVO) which gained 3.04%
to close at 58.57.
The worst performers were Endo
International PLC (NASDAQ:ENDP) which
was down 4.90% to 13.19 in late trade,
Signet Jewelers Ltd (NYSE:SIG) which
lost 4.24% to settle at 80.78 and PVH Corp
(NYSE:PVH) which was down 4.10% to
89.31 at the close.
The top performers on the NASDAQ
Composite were Globus Maritime Ltd
(NASDAQ:GLBS) which rose 135.85%
to 7.2400, Naked Brand Group Inc
(NASDAQ:NAKD) which was up 63.46%
to settle at 1.700 and DexCom Inc
(NASDAQ:DXCM) which gained 25.91% to
close at 85.13.
The worst performers were Cellect
Biotechnology Ltd (NASDAQ:APOP) which
was down 28.81% to 4.35 in late trade,
Uranium Resources Inc (NASDAQ:URRE)
which lost 19.49% to settle at 2.5200
and Opexa Therapeutics Inc (NASDAQ
:OPXA) which was down 16.43% to 0.961
at the close.
Advancing stocks outnumbered falling
ones by 1997 to 1197 and 51 ended
unchanged; on the Nasdaq Stock Exchange,
1788 rose and 745 declined, while 99
ended unchanged on the New York Stock
Exchange.
The CBOE Volatility Index, which measures
the implied volatility of S&P 500 options,
was down 2.17% to 11.29.
In commodities trading, Gold for February
delivery was down 0.15% or 1.85 to $1197.95
a troy ounce. Meanwhile, Crude oil for delivery
in February fell 0.92% or 0.49 to hit $52.52 a
barrel, while the March Brent oil contract fell
0.80% or 0.45 to trade at $55.56 a barrel.
EUR/USD was up 0.27% to 1.0641, while
USD/JPY fell 0.17% to 114.50.The US
Dollar Index was down 0.26% at 101.20.
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