Naked Brand Group (NAKD) and Cenntro Automotive Group Announce Definitive Stock for Stock Acquisition Agreement
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- Cenntro Automotive Group is an early pioneer in Artificial Intelligent (AI) Autonomous Driving and a leading designer and manufacturer of electric light and medium-duty commercial vehicles ("ECV").
- Cenntro has sold and delivered more Commercial Electric Vehicles than any other EV company; Customers are estimated to have traveled more than 20 million miles in 26 Countries in Cenntro EVs.
- Cenntro Expects 2021 Revenue of $25.3 million with over 1,500 vehicle sales, $506 million on 21,500 vehicle sales in 2022 and $2.1 billion on 74,800 vehicle sales in 2023.
- Cenntro Automotive's purpose-built ECVs are designed for serving a variety of corporate fleet and municipal organizations in support of city services, last-mile delivery and other commercial applications.
- Cenntro Automotive's cutting-edge technological research and development capabilities and IP include vehicle design, digital component development, vehicle control software, and "smart" driving putting Cenntro at the forefront of the technology transformation of the ECV market.
- Upon closing of this Transaction, the combined company is expected to have $282 million in cash.
- Transaction is expected to close by year end of 2021.
- Companies to hold Webcast at 6:00 pm Eastern Time today to discuss transaction
Naked Brand Group Limited (NASDAQ: NAKD) ("Naked" or the "Company") and privately-held Cenntro Automotive Group, Inc. ("Cenntro"), today announced that the companies have entered into a definitive agreement under which Naked will acquire the outstanding stock in three entities comprising Cenntro Automotive Group ("Cenntro"), a commercial EV technology company with advanced market-validated commercial vehicles and autonomous driving technologies in a Stock for Stock Acquisition Agreement (the "Transaction"). Upon completion of the Transaction, the Company is expected to change its name to Cenntro Automotive Group (CAG). The Company expects to retain its Nasdaq listing and ticker symbol "NAKD".
Founded in 2013, Cenntro has produced and delivered over 3,300 commercial electric vehicles, more commercial electric vehicles than any other EV manufacturer. Its scalable, decentralized production model allows it to grow production without many of the associated infrastructure costs incurred by other EV companies. It expects significant growth over the next five years, with EV sales forecast to reach $2.1 billion by 2023. The company expects to generate 2021 revenue of $25.3 million on sales of 1,500 vehicles, 2022 revenue of $506 million on sales of 21,500 vehicles and 2023 sales of 74,800 vehicles. Cenntro has excellent visibility into future revenue through a strong backlog of orders. The company plans to scale production in January 2022, through new facilities both in Jacksonville, Florida and Dusseldorf, Germany.
Cenntro has a strong technology backbone, with over 238 patents issued to protect its intellectual property. Since 2013, it has made substantial investments in developing its technology. Cenntro's Advanced System on Chip (SOC) technology differentiates it from competitors with its iPhone-like functions that enable autonomous driving applications to be integrated with Cenntro's iChassis. Cenntro Automotive Group's unique SOC and IP puts it at the forefront of the global commercial EV industry. Additional information on Cenntro can be found on its website www.cenntroauto.com.
Under the agreement, Naked will issue shareholders of CAG a number of shares so that, upon the completion of the Transaction, which is expected to occur prior to year-end, Cenntro shareholders will own approximately 70% of the combined entity on a fully-diluted basis. The closing of the Transaction is subject to customary closing conditions, including approval by Nasdaq, ASIC (an Australian regulatory body) and the shareholders of the Company and Cenntro's parent. In addition, the Company is required to have US$282 million in cash immediately prior to the closing. There can be no assurance that the conditions to closing the Transaction will be satisfied or waived. Accordingly, there can be no assurance that the Transaction will be completed.
Upon closing of the Transaction, the majority of the Board will be appointed by Cenntro. Naked Brand Group Chairman and Chief Executive Officer Justin Davis-Rice and Non-Executive Director Simon Tripp will remain on the board of the combined company. In connection with the Transaction, the Company intends to divest its FOH Online business.
"After assessing numerous companies with promising, innovative technologies, we believe Cenntro offers the most compelling opportunity, as it not only has unique commercial EV technology, but has proven that it has been able to manufacture and deliver growing numbers of commercial electric vehicles that are being used by many of the leading consumer companies," said Justin Davis-Rice, Chairman and Chief Executive Officer of Naked Brand Group. "Together with Cenntro's outstanding vehicle pipeline, I believe the combined company will give our shareholders the opportunity to participate in a company that has reached an inflection point in its development that together with the Naked Brand Group balance sheet, will produce tremendous growth."
"We looked at many options for going public," said Peter Wang, Cenntro's Chairman and Chief Executive Officer. "While we confidentially submitted a draft S-1 to go public via an IPO, we came to believe that Naked allowed us to go public faster, providing the working capital to support our substantial backlog. However, beyond capital, we felt the opportunity to gain such a loyal and enthusiastic shareholder base, such as the "Naked Army" and its other shareholders, was something that no IPO could achieve. We look forward to sharing many exciting developments in the coming months as we scale our deliveries."
Mr. Davis-Rice, Mr. Wang and Cenntro Automotive Group Executive Vice President and Chief Marketing Officer Marianne McInerney will host the webcast. The webcast will be accompanied by a presentation, which can be viewed during the webcast or accessed via the investor relations section of Naked Brand Group's website here.
To access the webcast, please use the following information:
Monday, November 8, 2021
6:00 p.m. EST, 3:00 p.m. PST
If you have difficulty connecting to the webcast, please contact MZ Group at +1 (949) 491-8235.
The webcast will be broadcast live and available for replay at https://78449.themediaframe.com/dataconf/productusers/nkd/mediaframe/47373/indexl.htmland via the investor relations section of Naked Brand Group' website here.
The shareholders of Naked immediately after the conclusion of the Transaction will own approximately 30% of the combined company, and the shareholders of Cenntro's parent will own approximately 70%, on a fully diluted basis. Upon closing of this Transaction, the combined company is expected to have $282 million in cash.
Naked Brand Group has also provided Cenntro a $30 million secured loan to provide additional working capital to meet its substantial backlog during the pendency of the Transaction.
The boards of directors of both Naked Brand Group and Cenntro have unanimously approved the Transaction. The Transaction remains subject to approval by Nasdaq, ASIC (an Australian regulatory body), and the shareholders of the Company and Cenntro's parent, and to the Company having at least US$282 million in cash immediately prior to the closing.
The Company has entered into an equity distribution agreement with Maxim Group LLC and signed a definitive agreement for a private placement of ordinary shares and warrants to finance the minimum cash requirement.
Please refer to the Company's Form 6-K filed with the Securities and Exchange Commission (SEC) for additional information available at www.sec.gov and on the Company's investor relations website at ir.nakedbrands.com.
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Create E-mail Alert Related CategoriesCorporate News, Mergers and Acquisitions, Momentum Movers
Related EntitiesMaxim Group, S1, Definitive Agreement, IPO
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