Naked Brand Group Limited Enters into Non-Binding Letter of Intent to Acquire Yandy Holdings, a Leading U.S. Online Women’s Retailer
Transaction, If Consummated, Would Combine Yandy.com’s E-Commerce Platform with Naked’s Proprietary Digital Operating Platform Generating Total Projected Annual Revenue of Approximately $70 Million
Combination Expected to Enhance Distribution for Naked Brand Group’s Brands & Product Lines
SYDNEY – September 6, 2018 – Naked Brand Group Limited (NASDAQ: NAKD) (the “Company” or “Naked”), a global leader in intimate apparel and swimwear, has entered into a non-binding letter of intent to acquire Yandy Holdings, LLC (“Yandy”), a leading U.S. online retailer of women’s intimates, lingerie, swimwear and costumes. The purchase price under the transaction is expected to be US$36.4 million with US$6.1m debt remaining, which would be payable in the form of cash and stock to the existing shareholders of Yandy.
Founded in Phoenix, Arizona in 2005, Yandy is a vertically integrated eCommerce operator, offering intimate apparel products from both third-party brands and its own private label product portfolio, on its highly productive eCommerce storefront. Yandy generated 1.6 million unique monthly browsers, $42.5 million in revenue, $4.1 million in EBITDA he 12 months to April 2018. Yandy has a highly valuable proprietary eCommerce platform that is expected to play a fundamental role in Naked’s eCommerce operating strategy assuming the transaction is consummated.
Combined with Naked’s existing Fredrick’s of Hollywood ecommerce license revenue which has grown 36% in the last 12 months, a successful closing of the Yandy acquisition would take Naked’s projected eCommerce revenues in excess of $70 million for 2019. Including integration synergies, management expects the Naked Combined FOH Online and Yandy eCommerce business to generate projected EBITDA contribution of $9.5 million. Projections for revenue are based on an assumption of approximately 26% year-over-year revenue growth for Frederick’s of Hollywood and minimal growth assumed for the Yandy business.
The prospective acquisition of Yandy represents an integral component of Naked’s major focus on expanding the company’s direct to consumer product and brand mix. If the transaction is consummated, eCommerce would represent approximate 43% of projected group revenues with overall direct to consumer channels (including owned retail and outlet stores) reaching 70% of projected revenue contribution for FY19.
The intimate apparel industry in the United States is expected to grow to $250 billion by 2022.
“We are continuing to make strides in our digital and eCommerce focused strategy that we believe will accelerate our growth trajectory and drive meaningful EBITDA contribution in 2019,” said Justin Davis-Rice, Chief Executive Officer of Naked Brand Group Limited. “The acquisition of Yandy would augment our proprietary digital operating platform to create ongoing synergies that we believe will produce over $70 million in eCommerce revenues in the USA 2019 and will be accretive to Naked shareholders over the long term,” concluded Davis-Rice.
The letter of intent with Yandy is non-binding and the Company has not entered into a definitive agreement for the proposed transaction. Accordingly, there can be no assurance that the transaction will occur. The proposed transaction is subject to negotiating the terms of, and executing, a definitive agreement relating to the proposed transaction and obtaining and satisfying all other necessary closing conditions. Furthermore, the terms of the transaction are still subject to discussion and may be changed as a result of any material positive or adverse change to the business of either party. Accordingly, there can be no assurance that a transaction will be entered into or that the proposed transaction will be consummated.
About Yandy Holdings, LLC:
Yandy is a retailer of sexy specialty apparel for real women. We strive to be the authority on what makes women of all shapes, sizes and ethnicities look and feel confident and sexy in their own skin. Our customer – the Yandy Girl – lives on trend. Her passion is for the look, not the label. She trusts Yandy for the latest affordable looks in everyday intimates, lingerie, swimwear and costumes. The Yandy Girl lives out loud and is unapologetically connected with her mind, her body and her own brand of sexy. Visit http://www.yandy.com/.
About Naked Brand Group Limited:
Naked Brand Group Limited (NASDAQ: NAKD) is a leading intimate apparel and swimwear company with a diverse portfolio of brands. The company designs, manufactures and markets a portfolio of 11 company – owned and licensed brands, catering to a broad cross -section of consumers and market segments. Brands include Naked, Bendon, Bendon Man, Davenport, Fayreform, Hickory, Lovable, Pleasure State, Heidi Klum Intimates, Heidi Klum Man, Heidi Klum Swim. Naked Brand Group Limited products are available in 44 countries worldwide through 6,000 retail doors, a growing network of E-commerce sites and 61 company- owned Bendon retail and outlet stores in Australia and New Zealand. Brands are distributed through premier department stores, specialty stores, independent boutiques and third -party e-commerce sites globally, including Macy’s, Nordstrom, Saks Fifth Avenue, Harrods, Selfridges, Amazon and ASOS among others. For more information please visit http://www.nakedbrands.com.
Non–IFRS and Non-GAAP Financial Measures:
This press release includes “non-IFRS financial measures” and “non-GAAP financial measures”, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance w ith IFRS or US GAAP as applicable. Specifically, we make use of the non-IFRS and non-GAAP financial measure “EBITDA”.
EBITDA is defined as earnings before interest, taxes, depreciation, depletion, amortization and impairment. Our management uses EBITDA as a measure of our operating results and considers it to be a meaningful supplement to net income (the closest IFRS and US GAAP financial measure) as a performance measurement, primarily because we incur significant depreciation and depletion and the exclus ion of impairment losses in EBITDA eliminates the non-cash impact.
EBITDA is used by investors and analysts for the purpose of valuing an issuer. The intent of EBITDA is to provide additional useful information to investors and the measure does not have a ny standardized meaning under IFRS or US GAAP. Accordingly, this measure should not be considered in isolation or used in substitute for measures of performance prepared in accordance with IFRS or US GAAP. Other companies may calculate EBITDA differently.
Forward–Looking Statements:
This communication contains “forward -looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward -looking statements include all statements that are not historical facts. Such statements may be, but need not be, identified by words such as “may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,” “will,” “aim(s),” “can,” “would,” “expect(s),” “estimate(s),” “project(s),” “forecast(s)”, “ positioned,” “approximately,” “potential,” “goal,” “pro forma,” “strategy,” “outlook” and similar expressions. Examples of forward -looking statements include, among other things, statements regarding future financial performance , annualized financial performance, future growth in our business, trends in our industry, product innovation , acquisition synergies and efficiencies, and operational expansion. All such forward-looking statements are based on management’s current beliefs, expectations and assumptions, and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed or implied in this communication. Among the key factors that could cause actual results to differ materially from t hose expressed or implied in the forward-looking statements are the following: our ability to execute a definitive agreement with Yandy when expected or at all; the possibility that there are changes or delays in the structure or timing of the proposed transaction between Naked and Yandy; our ability to integrate the operations of Yandy, FOH and Naked Brand Group Inc.; the risk that the projected value creation and efficiencies from the transaction s with Yandy, FOH and Naked Brand Group Inc. will not be realized; difficulties in maintaining customer, supplier, employee, operational and strategic relationships; the possibility that a robust market for Naked’s shares may not develop; our ability to raise additional financing; our ability to anticipate consumer preferences; and the other risks and uncertainties set forth under “Risk Factors” in our Annual Report on Form 20 -F for the fiscal year ended January 31, 2018. Further, investors should keep in mind that our revenue and profits can fluctuate materially depending on many factors. Accordingly, our revenue and profits in any particular fiscal period may not be indicative of future results. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise, except as required by law.
The financial information of Yandy contained herein is unaudited and has not been reviewed by an accounting firm. In addition, such information was prepared by Yandy as a private company, and does not conform to SEC Regulation S-X. Accordingly, such information may be adjusted and presented differently when included in future filings with the SEC and/or when consolidated in Naked’s financial statements.
Investors Relations:
Naked Brand Group Limited Joel Primus joel@thenakedshop.com
MZ North America
Chris Tyson
949-491-8235 chris.tyson@mzgroup.us
Disclaimer :
This is a paid advertisement and all individuals should verify all claims and perform their own due diligence on NAKD (and / or any other mentioned companies and / or securities), and read this disclaimer in its entirety.
Stock Talk Today profiles are not a solicitation or recommendation to buy, sell or hold securities. Stock Talk Today is a paid advertiser and is not offering securities for sale. Neither Stock Talk Today nor its owners, operators, affiliates or anyone disseminating information on its behalf is registered as an Investment Advisor under any federal or state law and none of the information provided by Stock Talk Today its owners, operators, affiliates or anyone disseminating information on its behalf should be construed as investment advice or investment recommendations.
Stock Talk Today does not recommend that the securities profiled should be purchased, sold or held and is not liable for any investment decisions by its readers or subscribers.
Information presented by Stock Talk Today may contain “forward-looking statements ” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions, or future events or performance, are not statements of historical fact and may be “forward-looking statements.” Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward-looking statements may be identified through the use of words such as “expects, ” “will, ” “anticipates,” “estimates,” “believes,” “may,” or by statements indicating that certain actions “may,” “could,” or “might” occur.
THIS SITE IS PROVIDED BY STOCK TALK TODAY ON AN “AS IS” AND “AS AVAILABLE” BASIS. STOCK TALK TODAY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, STOCK TALK TODAY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. STOCK TALK TODAY DOES NOT WARRANT THAT THIS SITE, IT’S SERVERS, OR E-MAIL SENT FROM STOCK TALK TODAY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. STOCK TALK TODAY, ITS MEMBERS, MANAGERS, OWNERS, AGENTS, AND EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
By using Stock Talk Today, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms of Use and any other posted guidelines or rules applicable.
The website contains links to other related World Wide Web Internet sites and resources. Stock Talk Today is not responsible for the availability of these outside resources, or their contents, nor does Stock Talk Today endorse nor is Stock Talk Today responsible for any of the contents, advertising, products or other materials on such sites. Under no circumstances shall Stock Talk Today be held responsible or liable, directly or indirectly, for any loss or damages caused or alleged to have been caused by use of or reliance on any content, goods or services available on such sites. Any concerns regarding any external link should be directed to its respective site administrator or webmaster.
You agree to indemnify and hold Stock Talk Today, its officers, directors, owners, agents and employees, harmless from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your use of the website, the violation of these Terms of Use by you, or the infringement by you, or other user of the website using your computer, of any intellectual property or other right of any person or entity. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification.
Stock Talk Today is owned and operated by JBN PARTNERS LLC, which is a US based corporation. We are paid advertisers, also known as stock touts or stock promoters, who disseminate favorable information (this “Article”) about publicly traded companies (the “Profiled Issuers”).
We publish the Information on our website, stocktalktoday.com and in newsletters, text message alerts, audio services, live interviews, featured “research” reports, on message boards and in email communications for specific time periods that are agreed upon between us and the Profiled Issuer and / or third party paying us. Our publication of the Information is known as a “Campaign”. This information may be sent to potential investors at different times that are minutes, hours, days or even weeks apart. Typically, the trading volume and price of a Profiled Issuer’s securities increases after the information is provided to the first group of investors. Therefore, the later an investor receives the Information, the more likely it is that he will suffer trading losses if they purchase the securities of a Profiled Issuer late in a Campaign. We are paid to advertise the Profiled Issuers, Naked Brand Group Ltd. Stock Talk Today has been hired by BC Eagle, LLC, for a period beginning on September 4, 2018 to publicly disseminate information about (NAKD) via website and email. We have been compensated $20,000. We will update any changes to our compensation. We own zero shares of (NAKD).
Third Parties paying us to market the Profiled Issuer we believe intend to sell their shares they hold while we tell investors to purchase during the Campaign. Tidal Royalty Corp. is a penny stock that was illiquid (little to no trading volume) prior to our Campaign, and therefore these securities are subject to wide fluctuations in trading price and volume. During the Campaign the trading volume and price of the securities of each Profile Issuer will likely increase significantly because of the media exposure. When the Campaign ends, the volume and price of the Profiled Issuer will likely decrease dramatically. As a result, investors who purchase during the Campaign and hold shares of the Profiled Issuer when the Campaign ends will probably lose most, if not all, of their investment.
The Information we publish in the Campaign is only a snapshot that provides only positive information about the Profiled Issuers. The Information consists of only positive content. We do not and will not publish any negative information about the Profiled Issuers; accordingly, investors should consider the Information to be one-sided and not balanced, complete, accurate, truthful and / or reliable. We do not verify or confirm any portion of the Information. We do not conduct any due diligence, nor do we research any aspect of the Information including the completeness, accuracy, truthfulness and / or reliability of the Information. We do not review the Profiled Issuers’ financial condition, operations, business model, management or risks involved in the Profiled Issuer’s business or an investment in a Profiled Issuer’s securities.
All information in our Campaign is publicly available information from 3rd party sources and / or the Profiled Issuers and/or the 3rd parties that hire us. We may also obtain the Information from publicly available sources such as the OTC Markets, Google, NASDAQ, NYSE, Yahoo, Bing, the Securities and Exchange Commission’s Edgar database or other available public sources.
We select the stocks we profile and / or pick as we are compensated to advertise them. If an investor relies solely on the Information in making an investment decision it is highly probable that the investor will lose most, if not all, of his or her investment. Investors should not rely on the Information to make an investment decision.
The source of our compensation varies depending upon the particular circumstances of the Campaign. In certain cases, we are compensated by the Profiled Issuers, third party shareholders, and / or other parties related to the Profiled Issuers such as officers and/or directors who will derive a financial or other benefit from an increase in the trading price and/or volume of a Profiled Issuer’s securities.
We make no warranty and / or representation about the Information, including its completeness, accuracy, truthfulness or reliability and we disclaim, expressly and implicitly, all warranties of any kind, including whether the Information is complete, accurate, truthful, or reliable and as such, your use of the Information is at your own risk. The Information is provided as is without limitation.
We are not, and do not act in the capacity of any of the following; as such, you should not construe our activities as involving any of the following: an independent adviser or consultant; a fortune teller; an investment adviser or an entity engaging in activities that would be deemed to be providing investment advice that requires registration either at the federal and / or state level; a broker-dealer or an individual acting in the capacity of a registered representative or broker; a stock picker; a securities trading expert; a securities researcher or analyst; a financial planner or one who engages in financial planning; a provider of stock recommendations; a provider of advice about buy, sell or hold recommendations as to specific securities; or an agent offering or securities for sale or soliciting their purchase.
There are numerous risks associated with each Profiled Issuer and investors should undertake a full review of each Profiled Issuer with the assistance of their financial, legal, and tax advisers prior to purchasing the securities of any Profiled Issuer.
We are not objective or independent and have multiple conflicts of interest. The Profiled Issuers and parties hiring us have conflicts of interest. Third parties that have hired us and own shares will sell these shares while we tell investors to purchase, and this selling of the Profiled Issuer’s securities will likely cause investors to suffer losses.
Our publication of the Information involves actual and material conflicts of interest including but not limited to the fact that we receive monetary compensation in exchange for publishing the (favorable) Information about the Profiled Issuers; and we do not publish any negative information, whatsoever, about the Profiled Issuers; in addition to the fact that while we do not own the Profiled Issuer’s securities, the third parties that hired us do, and intend to sell all of these securities during the Campaign while we publish favorable information that instructs investors to purchase, and this selling of the Profiled Issuer’s securities will likely cause investors to suffer losses.
We are not responsible or liable for any person’s use of the Information or any success or failure that is directly or indirectly related to such person’s use of the Information because we have specifically stated that the information is not reliable and should not be relied upon for any purpose. We are not responsible for omissions and / or errors in the Information and we are not responsible for actions taken by any person who relies upon the Information.
We urge Investors to conduct their own in-depth investigation of the Profiled Issuers with the assistance of their legal, tax and / or investment adviser(s). An investor’s review of the Information should include but not be limited to the Profiled Issuer’s financial condition, operations, management, products and / or services, trends in the industry and risks that may be material to the profiled Issuer’s business and other information he and his advisers deem material to an investment decision. An investor’s review should include, but not be limited to a review of available public sources and information received directly from the Profiled Issuers or from websites such as Google, Yahoo, Bing, OTC Markets, NASDAQ, NYSE, www.sec.gov or other available public sources.
We are providing you with this disclaimer because we are publishing advertisements about penny stocks. Because we are paid to disseminate the Information to the public about securities, we are required by the securities laws including Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, and Section 17(b) of the Securities Act of 1933, as amended (the “Securities Act”), to specifically disclose my compensation as well as other important information, This information includes that we may hold, as well as purchase and sell, the securities of a Profiled Issuer before, during and after we publish favorable Information about the Profiled Issuer. We may urge investors to purchase the securities of a Profiled Issuer while we sell my own shares. The anti-fraud provisions of federal and state securities laws require us to inform you that we may engage in buying and selling of Profiled Issuer’s securities before, during and after the Campaigns.
Any investment in the Profiled Issuers involves a high degree of risk and uncertainty. The securities may be subject to extreme volume and price volatility, especially during the Campaigns. Favorable past performance of a Profiled Issuer does not guarantee future results. If you purchase the securities of the Profiled Issuers, you should be prepared to lose your entire investment. Some of the risks involved in purchasing securities of the Profiled Issuers include, but are not limited to the risks stated below.
We do not endorse, independently verify or assert the truthfulness, completeness, accuracy or reliability of the Information. We conduct no due diligence or investigation whatsoever of the Information or the Profiled Issuers and we do not receive any verification from the Profiled Issuer regarding the Information we disseminate.
If we publish any percentage gain of a Profiled Issuer from the previous day close in the Information, it is not and should not be construed as an indication that the future stock price or future operational results will reflect gains or otherwise prove to be advantageous to your investment.
The Information may contain statements asserting that a Profiled Issuer’s stock price has increased over a certain period of time which may reflect an arbitrary period of time, and is not predictive or of any analytical quality; as such, you should not rely upon the (favorable) Information in your analysis of the present or future potential of a Profiled Issuer or its securities.
The Information should not be interpreted in any way, shape, form or manner whatsoever as an indication of the Profiled Issuer’s future stock price or future financial performance.
You may encounter difficulties determining what, if any, portions of the Information are material or non-material, making it all the more imperative that you conduct your own independent investigation of the Profiled Issuer and its securities with the assistance of your legal, tax and financial advisor.
When 3rd parties that hire us acquire, purchase and / or sell the securities of the Profiled Issuers, it may (a) cause significant volatility in the Profiled Issuer’s securities; (b) cause temporary but unrealistic increases in volume and price of the Profiled Issuer’s securities; (c) if selling, cause the Profiled Issuer’s stock price to decline dramatically; and (d) permit themselves to make substantial profits while investors who purchase during the Campaign experience significant losses.
The securities of the Profiled Issuers are high risk, unstable, unpredictable and illiquid which may make it difficult for investors to sell their securities of the Profiled Issuers.
We may hire third party service providers and stock promoters to electronically disseminate live news regarding the Profiled Issuers, yet we have no control over the content of and do not verify the information that the Profiled Issuers and/or third party service providers publish. These third party service providers are likely compensated for providing positive information about the Issuer and may fail to disclose their compensation to you.
If a Profiled Issuer is a SEC reporting company, it could be delinquent (not current) in its periodic reporting obligations (i.e., in its quarterly and annual reports), or if it is an OTC Markets Pink Sheet quoted company, it may be delinquent in its Pink Sheet reporting obligations, which may result in OTC Markets posting a negative legend pertaining to the Profiled Issuer at www.otcmarkets.com, as follows: (i) “Limited Information” for companies with financial reporting problems, economic distress, or that are unwilling to file required reports with the Pink Sheets; (ii) “No Information,” which characterizes companies that are unable or unwilling to provide any disclosure to the public markets, to the SEC or the Pink Sheets; and (iii) “Caveat Emptor,” signifying buyers should be aware that there is a public interest concern associated with a company’s illegal spam campaign, questionable stock promotion, known investigation of a company’s fraudulent activity or its insiders, regulatory suspensions or disruptive corporate actions.
If the Information states that a Profiled Issuer’s securities are consistent with the future economic trends or even if your independent research indicates that, you should be aware that economic trends have their own limitations, including: (a) that economic trends or predictions may be speculative; (b) consumers, producers, investors, borrowers, lenders and/or government may react in unforeseen ways and be affected by behavioral biases that we are unable to predict; (c) human and social factors may outweigh future economic trends that we state may or will occur; (d) clear cut economic predictions have their limitations in that they do not account for the fundamental uncertainty in economic life, as well as ordinary life; (e) economic trends may be disrupted by sudden jumps, disruptions or other factors that are not accounted for in economic trends analysis; in other words, past or present data predicting future economic trends may become irrelevant in light of new circumstances and situations in which uncertainty becomes reality rather than predicted economic outcome; or (f) if the trend predicted involves a single result, it ignores other scenarios that may be crucial to make a decision in the event of unknown contingencies.
The Information is presented only as a brief snapshot of the Profiled Issuer and should only be used, at most, and if at all, as a starting point for you to conduct a thorough investigation of the Profiled Issuer and its securities. You should consult your financial, legal or other adviser(s) and avail yourself of the filings and information that may be accessed at www.sec.gov, www.otcmarkets.com or other electronic media, including: (a) reviewing SEC periodic reports (Forms 10-Q and 10-K), reports of material events (Form 8-K), insider reports (Forms 3, 4, 5 and Schedule 13D); (b) reviewing Information and Disclosure Statements and unaudited financial reports filed with the OTCMarkets.com; (c) obtaining and reviewing publicly available information contained in commonly known search engines such as Google; and (d) consulting investment guides at www.sec.gov and www.finra.org. You should always be cognizant that the Profiled Issuers may not be current in their reporting obligations with the SEC and the OTC Markets and/or have negative legends and designations at otcmarkets.com.
No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by to that effect. The information is not a substitute for independent professional advice before making any investment decisions. The CSE (Canadian Securities Exchange) has not reviewed the information in this Article and does not accept responsibility for the adequacy or accuracy of it.
Stock Talk Today, reserves the right, at its sole discretion, to change, modify, add and/ or remove all or part of this Disclaimer and / or Terms of Use at any time.
