Destination XL Group (DXLG) Proxy filing summary

Executive summary

• A proposed merger between two specialty apparel companies would result in FBB stockholders owning 55% and DXL stockholders 45% of the combined company, with FBB as the accounting acquirer and DXL as the legal acquirer.

• The DXL Board, after initially supporting the merger, now recommends voting against it due to FBB's deteriorating financial performance, increased indebtedness, and concerns about liquidity and dilution for DXL shareholders.

• The merger agreement includes a $107 million debt reduction for FBB via a private placement, but FBB's overall debt remains higher than anticipated, and the combined company's access to a new $150 million ABL facility is uncertain.

• The merger is subject to shareholder approval, regulatory compliance, and satisfaction of Nasdaq listing requirements, including a minimum $4.00 per share bid price, likely necessitating a reverse stock split.

Voting matters and shareholder proposals

• Four proposals are up for vote: (1) issuance of DXL shares for the merger (issuance proposal), (2) a reverse stock split, (3) an amendment to the 2016 Incentive Compensation Plan, and (4) adjournment of the meeting to solicit more proxies.

• The DXL Board recommends voting against the issuance proposal and for the other three proposals.

• Certain directors and large shareholders are bound by voting agreements to support the merger, potentially increasing the likelihood of approval despite the Board's opposition.

Board of directors and corporate governance

• If the merger is approved, the combined board will have nine members: four designated by each company and one mutually agreed independent director.

• FBB's CEO will lead the combined company, and DXL's CFO will continue in his role.

• Lock-up agreements restrict the sale of a significant portion of new shares for 90 days post-merger.