Dress Barn shareholders are to vote on the company’s reorganisation in December, at its annual meeting.
At the AGM, to take place on 8 December, shareholders will be asked, among other things, to consider and vote on a proposal to reorganise Dress Barn as a holding company incorporated in Delaware.
In the reorganisation, each of Dress Barn, Maurices and Tween Brands, which operates the Justice brand, would become subsidiaries of a new Delaware corporation named Ascena Retail Group, or Ascena. Dress Barn shareholders would become stockholders of this new Delaware holding company on a one-for-one basis.
Upon completion of the reorganisation, Ascena would, in effect, replace the present company as the publicly held corporation. Ascena through its subsidiaries would continue to conduct all of the operations currently conducted by Dress Barn and its subsidiaries, and the directors and executive officers of Dress Barn prior to the reorganisation would be the same as the directors and executive officers of Ascena following the reorganization. The shares of Ascena common stock are expected to trade on the NASDAQ Global Select Market under the ticker symbol “ASNA.”
The Board of Directors and management of Dress Barn believe that implementing the holding company structure would provide the Company with strategic, operational and financing flexibility, and incorporating the new holding company in Delaware would allow the Company to take advantage of the flexibility, predictability and responsiveness that Delaware corporate law provides.
“The proposed change in structure and name should provide an image more closely aligned with our current vision and strategies,” president and chief executive officer, David R. Jaffe commented. “In recent years, we’ve become a fundamentally different company that extends beyond the original dressbarn concept and brand. Our vision is to be a family of retail brands each serving a unique customer niche. We expect the holding company structure to enable us to leverage our infrastructure while allowing each brand to focus intently on delivering a great experience to its customer.”
If approved at the annual meeting, it is currently expected that the reorganisation would take place on or about 1 January 2011.