Orchestra Premaman Société Anonyme (ENXTPA:KAZI) made an unsolicited proposal to acquire Destination Maternity Corporation (NasdaqGS:DEST) from Renaissance Technologies Corp. and other shareholders on October 29, 2015. Orchestra Premaman will pay $25 million in cash and Orchestra Premaman shares of common stock in exchange of Destination Maternity shares of common stock based on an exchange ratio such that Destination Maternity would be valued at a 45% premium versus current trading. The transaction is subject to Orchestra Premaman completing certain confirmatory due diligence and to the negotiation of a mutually satisfactory definitive merger agreement containing customary terms and conditions. As of December 14, 2015, the Board of Directors of Destination Maternity Corporation unanimously decided that the transaction would not be in the best interests of Destination Maternity stockholders considering the risks inherent in a primarily stock based merger transaction dependent on uncertain revenue synergies. On February 8, 2016, Orchestra Premaman made a revised offer to acquire the remaining 86.13% stake in Destination Maternity Corporation from Renaissance Technologies Corp. and other shareholders for approximately $120 million. The offer includes $2.6664 cash payment and 0.0596 shares of Orchestra-Premaman common stock for each share of Destination Maternity.

Orchestra Premaman Société Anonyme (ENXTPA:KAZI) signed a definitive agreement to acquire Destination Maternity Corporation (NasdaqGS:DEST) from Yeled Invest S.à r.l. and others for $91.8 million in stock on December 19, 2016. Under the terms of the agreement, Destination Maternity shareholders will receive 0.5150 of an Orchestra Prémaman ordinary share, in the form of American Depositary shares (“ADSs”), for each share of Destination common stock they own. Means, as per terms, each of Destination Maternity's issued and outstanding shares of common stock will be converted into the right to receive 0.515 American depositary shares of Orchestra, where each Orchestra ADS represents one Orchestra ordinary share. Each outstanding option that has a per share exercise price that is less than the closing price of Destination Maternity shares on NASDAQ on the day immediately prior to the closing date (in the money options) will receive a number of shares of Destination Maternity shares, and such Destination Maternity shares will be converted into Orchestra ADSs in the merger based on the exchange ratio. Each such option that has a per share exercise price that is equal to or greater than the closing price of Destination Maternity shares on NASDAQ on the day immediately prior to the closing date will receive no consideration with respect to the cancellation thereof. Destination Maternity shares resulting from, each outstanding performance-based restricted stock unit denominated in Destination Maternity shares (“RSUs”), each deferred stock unit denominated in Destination Maternity shares (“DSUs”) and each restricted stock awards, will be converted into Orchestra ADSs in the merger based on the exchange ratio.

Following the closing of the transaction, Destination shareholders will own approximately 28% of the combined Destination Maternity and Orchestra shareholders will own approximately 72%. Upon completion of the merger the group will operate under the name Orchestra. Destination Maternity is also subject to restrictions on its ability to solicit alternative acquisition proposals. In the event of termination, either Destination Maternity or Orchestra may be required to pay the other party a termination fee of $5 million.

Following the closing, the combined Destination Maternity will have an eleven person board, including three independent directors designated by Destination, two additional independent directors, and one employee representative. Pierre Mestre, Orchestra's Founder and Chairman, will serve as Chairman of the group. Upon completion of the merger, the group, operated under the Orchestra name, will maintain its corporate headquarters located in Montpellier, France. Destination will maintain its headquarters in Moorestown, N.J. and its distribution facility in Florence, N.J. Orchestra's ordinary shares will continue to be listed on Euronext Paris stock exchange. The merger is subject to customary closing conditions, including effectiveness under the Securities Act of 1933 of the Form F-4 registration statement, NASDAQ's authorization of the listing of Orchestra ADSs to be issued in the merger, regulatory approval, the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of the approval of both Destination and Orchestra shareholders. The transaction was unanimously approved by the Boards of Directors of both Orchestra and Destination Maternity. The deal is expected to close mid-2017. As of June 2, 2017, the transaction is expected to close by the end of Destination Maternity's third fiscal quarter of 2017. The transaction is expected to be accretive to both margins and EPS. Ryan Mash of Guggenheim Securities, LLC acted as financial advisor and Barry M. Abelson of Pepper Hamilton LLP and Sophie Cornette de Saint Cyr and Kate Romain of Bredin Prat acted as legal advisors to Destination Maternity. Benoit Renon and Ivan Leal of Moelis & Destination Maternity acted as financial advisor and Audrey Bontemps, Robert Mayo, Florent Bouyer, Olivier Soulères, Emmanuel de La Rochethulon, Alexios Theologitis, Jeff Symons, Claire Sheng, Anita Wong, Josh Espinosa, Colleen Laduzinski, Ed Kennedy, Stephen Parrinello, Ben Jacobs, Robin Melman, Patrick Becker, Boris Dolgonos and Peter Devlin of Jones Day acted as legal advisor to Orchestra. Financière JC Yana Inc. represented Destination Maternity. Allison Malkin and Caitlin Morahan acted as investor relations advisors, and Phil Denning and Jason Chudoba of ICR acted as public relations advisors for Destination Maternity. Stéphane Ruiz of ACTIFIN acted as public relations and investor relations advisor for Orchestra. Sami Rahal and Albert Aidan of Deloitte acted as financial due diligence advisor to the buyer. Rémy Boulesteix and Jack Rupchandani of KPMG TS acted as financial due diligence advisor to the target.

Orchestra Premaman Société Anonyme (ENXTPA:KAZI) cancelled the acquisition of Destination Maternity Corporation (NasdaqGS:DEST) from Renaissance Technologies Corp. and other shareholders on July 27, 2017. Orchestra Premaman and Destination Maternity determined that it was in the best interests of their respective stockholders to terminate the merger transaction due to uncertainty as to whether regulatory requirements could be satisfied without unreasonable effort and expense, particularly in connection with the completion of the registration and listing of Orchestra securities in the U.S., where such securities previously have not been publicly traded. Orchestra has agreed to reimburse Destination Maternity and Destination Maternity has agreed to reimburse Orchestra for certain costs incurred by each of them, respectively, in connection with their effort to implement the merger agreement.