Orchestra-Prémaman to acquire Destination Maternity

Destination Maternity and Orchestra Prémaman have entered into a definitive agreement to merge, creating a leading global provider of maternity apparel, children’s wear and baby hard goods. The combined company is expected to have pro forma revenues of approximately 1.1 billion dollars.

Commenting on the merger, Arnaud Ajdler, Destination's Chairman said in the announcement, "This highly complementary business combination, which presents compelling value to our shareholders, is a transformative event for both companies. With the creation of one of the world's largest specialty providers of maternity apparel and children’s wear, shareholders of both companies are poised to benefit from a highly diversified product portfolio, improved financial strength and flexibility, and greater distribution and sourcing capabilities.”

Orchestra to acquire controlling stake in Destination Maternity

Under the terms of the agreement, Destination Maternity shareholders will receive 0.5150 of an Orchestra Prémaman ordinary share, in the form of American Depositary Shares, for each share of Destination common stock they own. On a pro forma basis, following the closing of the transaction, Destination shareholders will own approximately 28 percent of the combined company, and Orchestra shareholders will own approximately 72 percent.

“We are excited to bring together two companies that share a common vision to make innovative, fashionable and practical maternity goods and children’s wear available to the masses. The commonality in our target customers will drive incremental market penetration, marketing and cost efficiencies, and revenue growth. Orchestra and Destination will achieve greater growth and earnings together than they each could stand-alone,” added Pierre Mestre, Orchestra's Founder and Chairman.

After the merger, Destination's network of US retail locations would provide a platform to facilitate Orchestra's entrance into the largest and most profitable children's market. And Orchestra’s global footprint of 560 stores that primarily span across Europe, Africa, and Asia would provide an opportunity for international expansion and cross-selling of Destination's product lines.

Pierre Mestre to serve as the Chairman of merged entity

Following the closing, the combined company will have an eleven person board, including three independent directors designated by Destination, two additional independent directors, and one employee representative as required by French Law. Mestre will serve as Chairman of the group.

The group will also be organized geographically, with a North America business unit and a Rest of World business unit. Upon completion of the merger, the group, operated under the Orchestra name, will maintain its corporate headquarters located in Montpellier, France. Destination will maintain its headquarters in Moorestown, N.J. and its distribution facility in Florence, N.J.

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