Differential Brands To Buy Majority Of North American Division Of Global Brands

(RTTNews) - Differential Brands Group Inc. (DFBG) said that it reached a definitive purchase agreement with Global Brands Group Holding Limited, a Hong Kong listed company or "GBG", to acquire a significant part of GBG's North American licensing business, comprised of licensed brands such as Disney, Star Wars, Calvin Klein, Under Armour, Tommy Hilfiger, BCBG, bebe, Joe's, Buffalo David Bitton, Frye, Michael Kors, Cole Haan and Kenneth Cole, for a purchase price of $1.38 billion in cash.

The acquisition is expected to close in the third quarter of 2018.

The closing of the Transaction is subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the approval of the GBG's stockholders under applicable Hong Kong listing guidelines and the approval of DFBG's stockholders in connection with the Equity Issuance pursuant to NASDAQ listing requirements and regulatory approvals.

As part of the Transaction, certain stockholders of the Company, namely Tengram Capital Partners, LP and its affiliates, have agreed to vote in favor of such Equity Issuance, and certain stockholders of GBG, namely, Fung Holdings (1937) Limited, have agreed to vote in favor of the Transaction.