NAKED BRAND GROUP AND BENDON LIMITED ANNOUNCE MERGER INTENT

Innerwear fashion brand Naked Brand Group Inc. and intimate apparel and swimwear brand Bendon Limited have entered into a Letter of Intent (LOI) for a proposed merger of the companies. Completion of the merger is still subject to a definitive merger agreement and approval by the company’s stockholders.

Expected benefits of this proposed merger include: Bendon would gain immediate access to the U.S. capital markets enabling it to further grow the business globally, both organically and through future strategic acquisitions; the Naked brand would be able to leverage Bendon’s well-established global wholesale and retail distribution channels; the combined entity would capitalize on the industry-leading expertise of Carole Hochman, Naked’s chief executive officer, to strengthen its global intimate apparel and sleepwear brand portfolio; and operating synergies through integrated supply chain management and administrative functions.

“We are extremely excited about the potential of this proposed merger, and look forward to capitalizing on Bendon’s scale and expertise to further expand the Naked brands,” said Hochman. “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.”

“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 organic growth and strategic acquisitions,” added Justin Davis-Rice, Executive Chairman of Bendon. “We are also delighted to partner with industry pioneer, Carole Hochman, who brings unrivalled experience to our company and whose expertise is expected to not only strengthen our existing brands but to provide us with an unprecedented opportunity to develop our sleepwear business, a product category that represents a significant growth opportunity.”

Davis-Rice will join Naked’s board of directors, effective immediately. Concurrent with the completion of the proposed Merger, Hochman would retain a seat on the board of the combined company.

Bendon’s brands include Heidi Klum Intimates and Swimwear, Stella McCartney Lingerie and Swimwear, Bendon, Bendon Man, Davenport, Evollove, Fayreform, Hickory, Lovable (in Australia and New Zealand) and Pleasure State. Bendon’s brands are distributed globally through over 4,000 doors across 34 countries, as well as through a growing network of 60 company-owned Bendon retail and outlet stores in Australia, New Zealand and Ireland. Bendon is headquartered in Auckland, and maintains additional offices in Sydney, New York, London and Hong Kong. For the fiscal year ended 2016, Bendon generated approximately NZ $144 million (US $100 million) in net sales.