UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Rule 14a-101)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a−6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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NEXCEN
BRANDS, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction
applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of
transaction:
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(5)
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Total
fee paid:
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o
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Fee
paid previously with preliminary
materials.
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o
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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** IMPORTANT NOTICE
**
WE
URGE YOU NOT TO LET THIS OPPORTUNITY PASS--
VOTE
FOR THE PROPOSED ASSET
SALE TODAY!
July 7,
2010
Dear
NexCen Shareholder:
At the
special meeting of shareholders of NexCen Brands, Inc. to be held on July 29,
2010 you will have the opportunity to determine whether:
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ü
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Your
company completes the proposed asset sale and pursues the plan of
dissolution, which we believe gives shareholders the best
opportunity to realize value for their shares
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Ò
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Your
company preserves the status quo, in which case we believe that there is a
substantial risk that NexCen will ultimately default on its debt and that
shareholders will receive no value for
their shares.
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We
believe the choice is clear. Your Board of Directors unanimously
recommends that you protect the value of your investment by voting FOR all items
on the enclosed proxy card TODAY.
Something
This Important Cannot Happen Without Your Support
Approval
of the asset sale, plan of dissolution and reduction of authorized shares
requires the affirmative vote of the holders of a majority of the outstanding
shares of common stock held on the record date. Any shares that are
not voted or that abstain have the same effect as voting against those
proposals.
Your vote is
important. To make sure that your shares are represented at
the meeting, please vote FOR the proposals today by
telephone, by the Internet, or by signing, dating and returning the enclosed
proxy card in the envelope provided.
Thank you
for your cooperation.
Very
truly yours,
The Board
of Directors
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REMEMBER:
You
can vote your shares by telephone, or via the
Internet.
Please
follow the easy instructions on the enclosed proxy card.
If
you have any questions, or need assistance in voting
your
shares, please call our proxy solicitor,
INNISFREE
M&A INCORPORATED
TOLL-FREE,
at (877)
456-3488.
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Additional Information and
Where to Find It
NexCen
urges investors and shareholders to read the proxy statement, which discusses in
more detail the proposals to be considered at the special meeting of
shareholders. NexCen filed the proxy statement with the Securities
and Exchange Commission (SEC) on June 11, 2010, and mailed the proxy statement
on June 14, 2010 to holders of NexCen common stock identified as of June 4,
2010, which is the notice record date for the special meeting. You
can obtain free copies of NexCen’s proxy statement and all other documents filed
with the SEC at the SEC’s website at www.sec.gov or from NexCen’s
website at www.nexcenbrands.com
under the tab “Investor Relations” and then under the item “SEC
Filings.”