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 ¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a−6(e)(2))
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¨
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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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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¨
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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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¨
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Fee
paid previously with preliminary
materials.
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¨
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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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1330
Avenue of the Americas
New York,
NY 10019
Contact:
Leigh
Parrish/Stephanie Rich
FD
(212)
850-5600
NexCen
Brands’ Proposed Asset Sale
Recommended
by Nation’s Two Leading
Independent
Proxy Advisory Firms
NEW
YORK – July 14,
2010 – NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) today announced that
both of the nation’s leading independent proxy advisory firms, Glass Lewis &
Co. and ISS Proxy Advisory Services (ISS), recommend that NexCen Brands’
shareholders vote “FOR” the sale of its franchise business to an affiliate of
Levine Leichtman Capital Partners (“LLCP”), as well as “FOR” the additional
proposals in the Company’s June 11, 2010 proxy statement. The
analyses and recommendations of ISS and Glass Lewis & Co are relied upon by
hundreds of major institutional investment firms, mutual funds and
fiduciaries.
David S.
Oros, Chairman of Board of Directors of NexCen Brands, Inc., stated, “We are
extremely pleased that, in addition to ISS’ recommendation, Glass Lewis also has
issued a recommendation in favor of the items outlined in our 2010
proxy. The support of these highly respected firms independently
validates that the proposed sale of our business to an affiliate of LLCP
represent the most favorable option for all of our stakeholders. As
such, we continue to urge NexCen Brands’ shareholders to vote “FOR” all four of
the proposals.”
In
recommending that NexCen shareholders vote “FOR” the proposed asset sale and
dissolution, Glass Lewis stated:
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The
NexCen “board conducted a thorough evaluation of strategic alternatives
that involved multiple interested parties prior to entering into the
[asset sale] agreement.”
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“If
the asset sale is not completed, it appears that shareholders may receive
little or no value at all from any remaining alternatives, such as
bankruptcy protection.”
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“While
it is never ideal for shareholders to be forced to undergo a
liquidation/dissolution event, in light of the Company’s limited
alternatives and the anticipated cash distribution to shareholders, we
believe the proposed asset sale and dissolution are in the best interest
of shareholders.”*
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Last
week, ISS recommended its client vote “FOR” the asset sale and other proposals
on the agenda. In its analysis, ISS concluded by stating that
“non-approval of the liquidation transaction would likely result in foreclosure
of NexCen's assets by its creditors or bankruptcy, both of which would wipe out
shareholder value. Therefore, the asset sale and liquidation
transaction is preferable.”*
As
previously announced, under the terms of the sale agreement, LLCP’s affiliate,
Global Franchise Group, LLC, will acquire the subsidiaries of NexCen Brands that
own the franchise business assets, the Company’s franchise management operations
in Norcross, Georgia, and its manufacturing facility in Atlanta,
Georgia. As set forth in the Company’s proxy statement, NexCen
estimates that, assuming that the asset sale is completed on its current terms
and the Company is dissolved, the cash proceeds ultimately available for
distribution to the holders of NexCen common stock will be between $0.12 and
$0.16 per share of common stock; however, NexCen is unable to predict the exact
amount, nature and timing of any distributions to its
shareholders. Closing of the sale is subject to various conditions,
including approval of the shareholders of NexCen Brands. The transaction is
expected to close promptly following the receipt of shareholder
approval. Shareholders of record as of the close of business on June
4, 2010 are entitled to vote at the Company’s July 29, 2010 Special Meeting of
Stockholders.
NexCen
urges shareholders to follow the ISS and Glass Lewis recommendations by voting
“FOR” each of the proposals on the Company’s proxy card
today. Shareholders who have questions about the asset sale or that
need assistance voting their shares should contact the Company’s proxy
solicitor, Innisfree M&A Incorporated, toll-free at (877)
456-3488.
*
Permission to use quotations from the reports was neither sought nor
obtained.
About
NexCen Brands
NexCen
Brands, Inc. is a strategic brand management company with a focus on
franchising. It owns a portfolio of franchise brands that includes two retail
franchise concepts: TAF® and
Shoebox New York®, as well
as five quick service restaurant (QSR) franchise concepts: Great American
Cookies®,
MaggieMoo's®, Marble
Slab Creamery®,
Pretzelmaker® and
Pretzel Time®. The
brands are managed by NexCen Franchise Management, Inc., a subsidiary of NexCen
Brands.
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.”
Forward-Looking
Statement Disclosure
This
press release contains "forward-looking statements," as such term is used in the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements include those regarding the Company’s estimate of the amount expected
to be available for distribution to shareholders. When used herein,
the words "anticipate," "believe," "estimate," "intend," "may," "will," "expect"
and similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. Forward-looking
statements are based on current expectations and assumptions, which are subject
to risks and uncertainties. They are not guarantees of future
performance or results. Actual results, performance or achievements
could differ materially from the results expressed in, or implied by, these
forward-looking statements. Factors that could cause or contribute to
such differences include: (1) we may not complete the transaction on the
negotiated terms, within the expected timeframe or at all; (2) we may not obtain
the approval of transaction or the plan of dissolution by our shareholders; (3)
we may not satisfy conditions required to close the transaction; (4) transaction
fees and costs, the amount of any price adjustment under the transaction
agreement, contingent and unknown liabilities, the costs and timing of a
wind-down process and other factors within and outside of our control may
adversely affect the amount and timing of any distribution to our shareholders;
and (5) other factors discussed in the Company's filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.