Merger adjustment based on the Net Asset worth

Merger Naked Brand Group, Inc. entered into a letter of intent (LOI) with Bendon Limited, an intimate apparel company based in New Zealand for a proposed merger of the companies. A new holding company, New Co, an Australian based company, is formed and will be the parent company of Bendon Limited and Naked Brand. On completion of the proposed merger, New Co.  will issue 146,311,063 ordinary shares to the current holders of outstanding capital stock of Bendon Limited and many ordinary shares equal to the number of outstanding common stock of the company immediately prior to the merger. Shares issued to Bendon would be subject to adjustment based on the Net Asset worth of $ 786,246, this amount will be adjusted because of any subsequent capital transaction agreed between Bendon Limited and Naked Brand. New Co.’s Shares must be approved for the listing on the NASDAQ Capital Market for the closure of the merger.Brand PositionNaked has positioned itself as a luxury-affordable brand. It is founded to produce finer and higher quality products worn close to skin fit, feel and function. After years of efforts in the development of design and fabric, they finally come up with a product that was ordinary and feels different, free, unencumbered and motivated. With the intent to become a global lifestyle brand for both men and women, committed to constantly optimizing and innovating men’s collections and developed remarkable women’s intimate apparel, sleepwear, and loungewear. Under the guidance of world-renowned fashion designer Carole Hochman, Naked Brand has achieved new heights and holds a better presence in the fashion industry which is majorly held by big brands such as Victoria Secret, Calvin Klein, etc. Naked is moving into other apparel and product categories that exemplify activewear, swimwear, and sportswear How they financed their growthNaked commenced business operations on February 1, 2010, as a manufacturer and seller of direct and wholesale undergarments in Canada to consumers and retailers and has been realizing revenues from its operations since September 2010.On July 30, 2012, Naked Brand Group, Inc. acquired 13.5 million shares worth of 7.5 million dollars (50% of Company) from Naked (formerly Naked Boxer Brief Clothing Inc.) and Naked Brand Group, Inc became the sole directors and management of the company.  On August 10, 2012, An Agency and Inter-Creditor Agreement with Kalmalka Partners Ltd. and other Creditor to borrow up to $775,000 as short-term loans on the issuance of convertible promissory notes. The Notes gets secured under general security arrangement over the assets of the company with 12% interest per annum on monthly basis. These initial arrangements enable the company to finance sufficient inventory on hand and other account receivables in the systematic and economic way. On December 21, 2012, the Company issued an additional convertible promissory note in the principal amount of $100,000 with the same terms as noted above.On June 10, 2014 and July 8, 2014, Company entered into Subscription Agreements with several investors in capital raising event of $7,309,832 through the sale of 292 units at a price of $25,000 per unit. Each unit consisted of (i) a 6% convertible secured debenture in the principal amount of $25,000 and (ii) agreeemtns to purchase 166,667 of Naked Brand common shares at an exercise price of $0.15 per share, subject to certain adjustment written in the warrant agreements. On December 18, 2015, its common stock began trading on the NASDAQ Capital Market under the symbol “NAKD.” In connection with the listing of common stock on the NASDAQ Capital Market, with underwritten public offering on December 23, 2015 of 1,875,000 shares of common stock at a price of $4.00 per share for aggregate gross proceeds equal to $7.5 million.Expansion into the women’s sleepwear and intimate apparel in fiscal 2017 is a growth strategy given that these market segments represent $17.8 billion, or over 77% of the overall innerwear market according to data from the NPD Group. The intention to attract women customers for the Naked brand to penetrate the men’s $4.3 billion U.S. innerwear market since a number of consumer research reports show that women purchase as much as 50% of men’s underwear for their husbands, boyfriends or sons.Intellectual PropertyThe “Naked” trademark is an important value addition to the business of Naked Brand. To protect the The Company, secured trademark registrations in the United States, the European Union, and Canada. The company has already applied for applications and registrations in the United States, Canada and other jurisdictions for additional Naked-related trademarks. Naked as brand name set apart from other brand names and makes itself more familiar with the mainstream industry.How the company competes in the marketplaceMen’s and women’s innerwear is a very competitive market with many high profile undergarment manufacturers such as, Calvin Klein, Polo Ralph Lauren, Hugo Boss, Tommy John, Saxx Giorgio Armani, Tommy Hilfiger, Michael Kors, DKNY, Natori, Free People, Hanky Panky, Commando, Cosabella, MeUndies, Bread&Boxers, Frigo and others. The market includes increasing competition from established companies who are expanding their production and marketing of undergarments, as well as frequent new entrants. Competition is principally on the basis of brand image and recognition, as well as product quality, innovation, style, distribution, and price. Naked has the potential to perform well against competition as a result of the quality, fit and performance of products and  Naked collaboration with NBA star Dywane Wade as a strategic partner helped Naked to develop as a potential brand. The products introduced to the market by Naked Brand and the products which will be introduced later on are targeted at a premium consumer value point, which means retailing a high-quality product at a competitive price to comparable products, which gives them the opportunity to penetrate the market successfully. Work CitedNaked Brands. (2015). Annual report 2015. Retrieved from https://ir.nakedbrands.com/all-sec-filings/content/0001062993-15-002282/0001062993-15-002282.pdfNaked Brands. (2016). Annual report 2016. Retrieved from https://ir.nakedbrands.com/all-sec-filings/content/0001062993-16-009281/0001062993-16-009281.pdfNaked Brands. (2017). Annual report 2017. 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