As Bendon’s principal New Zealand legal advisers, Russell McVeagh has advised on its merger and NASDAQ listing with fashion and lifestyle brand, Naked Brand Group Inc. (NASDAQ:NAKD) announced last month.
Russell McVeagh partners John Powell and David Raudkivi advising Bendon, said the merger and reverse listing is a momentous occasion for the New Zealand company, who the Russell McVeagh team have worked collaboratively with throughout the process.
“This is the first time a New Zealand company is set to reverse list on the NASDAQ. The listing will position the combined Bendon/Naked Group well for long-term, future growth,” Mr Powell says.
Pursuant to the Merger Agreement, Naked and Bendon, respectively, will become wholly owned subsidiaries of Bendon Group Holdings Limited, a newly formed Australian holding company (Holdco), and the shareholders of Bendon and the stockholders of Naked, respectively, will become the shareholders of Holdco.
The Merger Agreement, which has been approved by the board of directors of both Naked and Bendon, is subject to approval by Naked’s stockholders and other customary closing conditions and regulatory approvals, including the filing and effectiveness of a registration statement with the Securities and Exchange Commission (the SEC) and the listing of Holdco’s ordinary shares on Nasdaq or the NYSE and is expected to be completed by the end of October 2017.
Upon the closing of the merger, Naked’s shareholders will receive approximately 7% of the outstanding ordinary shares of the combined company on a fully diluted basis, subject to adjustment.