West Palm Beach, FL, July 27, 2026 (GLOBE NEWSWIRE) -- Zodiac Partners II, LLC ("Zodiac Partners" or "Zodiac") today announced the results to date of its previously announced all-cash tender offer to acquire all outstanding shares of Destination XL Group, Inc. ("DXLG" or "DXL"), and announced that it has extended the expiration date. The offer, which had been scheduled to expire at 5:00 PM, Eastern Time, on July 24, 2026, has been extended to 5:00 PM, Eastern Time, on August 21, 2026. As of the prior expiration of the offer, approximately 18% of DXL's outstanding shares had been validly tendered and not withdrawn (~ 9,840,000 shares). Zodiac Partners continues to be overwhelmed by the growing strength of the stockholder response and, in light of it, has elected to further extend the offer.
"We applaud the Board for doing what is right and recommending that stockholders vote against the Full Beauty Brands (“FBB”) merger," said Ziggy Gokea, Managing Member of Zodiac Partners II, LLC. "The Board has now reached the same conclusion we have long held: this merger is not in the best interest of stockholders. We intend to give stockholders the alternative path they deserve. The strength of the support we have received to date is an obvious signal that stockholders want a choice and it has become clear, to us and now to the Board, that the FBB merger is flawed."
A Choice for Stockholders
Zodiac Partners commends the Board for recognizing and agreeing with the message its stockholders have sent, and for doing right by stockholders in recommending a vote against the Full Beauty Brands merger. Zodiac stands ready to give stockholders an alternative, all-cash path, remains confident that it can execute a definitive agreement within 45 days of being granted appropriate access, and is prepared to engage immediately.
Terms
The offer is now scheduled to expire at 5:00 PM, Eastern Time (ET), at the end of August 21st, 2026, unless the offer is extended. The full terms, conditions and other details of the tender offer are set forth in the amended offering documents that the Purchaser is filing promptly with the Securities and Exchange Commission (the “SEC”). Wyrick Robbins Yates & Ponton LLP is acting as legal counsel to Zodiac Partners II, LLC.
In addition, the Purchaser reiterates that it intends to pursue all options to complete a transaction, including potentially nominating directors for election at DXL’s Annual Meeting.
Forward-Looking Statements
This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Such factors include but are not limited to: the ultimate outcome of any possible transaction between the Purchaser and DXL, including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those proposed; uncertainties as to whether DXL will cooperate with the Purchaser regarding the proposed transaction; the Purchaser’s ability to consummate the proposed transaction with DXL; the conditions to the completion of the proposed transaction, including the receipt of any required stockholder approvals and any required regulatory approvals; and the Purchaser’s ability to finance the proposed transaction. The Purchaser intends, promptly following consummation of the Offer, to effect a second-step merger under Section 251(h) of the Delaware General Corporation Law in which all Shares not tendered (other than Shares as to which appraisal rights are properly exercised) will be converted into the right to receive the same consideration per Share paid in the Offer, so that non-tendering stockholders receive the identical consideration The Purchaser cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. The Purchaser does not assume any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.
Important Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell DXL securities. Zodiac Partners II, LLC (the “Purchaser”) intends to file an Amended Tender Offer Statement on Schedule TO/A with the SEC on the date hereof, and DXL will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC. Investors and security holders are urged to carefully read the Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time), and the Solicitation/Recommendation Statement when available, as these materials contain important information that investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials are filed with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by the Purchaser and DXL with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that the Purchaser file with the SEC will be made available to all investors and security holders of DXL free of charge from the information agent for the tender offer:
Investor Contacts
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