A group of entities controlled by Justin Davis-Rice and Anna Johnson (buyers) entered into a non-binding letter of intent to acquire Bendon Limited from Naked Brand Group Limited (NasdaqCM:NAKD) for NZD 33 million on January 21, 2021. A group of entities controlled by Justin Davis-Rice and Anna Johnson (buyers) signed a definitive agreement to acquire Bendon Limited from Naked Brand Group Limited on March 30, 2021.A group of entities controlled by Justin Davis-Rice and Anna Johnson would assume the existing liabilities of Bendon, after repayment in full by Naked Brand Group Limited of Bendons senior secured credit facility with the Bank of New Zealand. The liabilities of Bendon, excluding liabilities of approximately NZD 15 million to BNZ, are estimated to be approximately NZD 33 million. If the Bendon inventory is more than a target amount, the Purchaser would pay a cash adjustment equal to the difference and, if the Bendon inventory is less than such target amount, the Company would pay a cash adjustment equal to the difference to the Purchaser. The obligation of the Company to pay any such adjustment would be conditioned on the Companys ability to meet certain capital raising targets. The buyers will pay a cash consideration of NZD 1. Naked intends to enter into a definitive agreement for the sale in February 28, 2021.
The transaction would be subject to certain customary conditions precedent, including, without limitation, Naked Brand Group Limited meeting certain capital raising targets, the BNZ senior secured credit facility having been repaid, Naked Brand Group Limited receiving an independent experts report on the fairness and reasonableness of the transaction and Naked Brand Group Limited shareholders, other than shareholders associated with the Purchaser, approving the transaction, which is expected March 31, 2021. The transaction is also subject to approval from Overseas Investment Office, audit of Bendon and execution of consultant services agreement. Bendon has incurred NZD 78.9m of net losses before tax over the three-year period ending January 31, 2021. Naked Brand Group Limited would have the right to receive a specified percentage of Bendons net profits during the three year period commencing on the first day of the second half of fiscal year 2022 and a specified percentage of the net proceeds from any subsequent sale of Bendon prior to the third anniversary of the closing. As on April 23, 2021, Nakeds shareholders voted to approve the proposed divestiture of its Bendon brick-and-mortar operations. The transaction is expected to close in April 30, 2021. As of March 30, 2021, the transaction is expected to complete on or before May 31, 2021. As on April 23, 2021, the transaction is expected to close on April 30, 2021. FTI Consulting provided opinion to Naked Brand.
A group of entities controlled by Justin Davis-Rice and Anna Johnson completed the acquisition of Bendon Limited from Naked Brand Group Limited (NasdaqCM:NAKD) on April 30, 2021.