Destination Maternity Merger Fails

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Destination Maternity Merger Fails


Destination Maternity and Orchestra-Prémaman S.A. announced that the merger agreement, entered into by the parties on Dec 19, 2016, has been terminated.

Despite substantial and sustained efforts by both parties since execution of the merger agreement in Dec. 2016, and in light of the challenges of satisfying applicable securities regulations in France and in the U.S. as well as the uncertainty as to whether those regulatory requirements could be satisfied without unreasonable effort and expense, particularly in connection with the completion of the registration and listing of Orchestra securities in the U.S., where such securities previously have not been publicly traded, the parties determined that it was in the best interests of their respective stockholders to terminate the merger transaction. Orchestra has agreed to reimburse Destination Maternity and Destination Maternity has agreed to reimburse Orchestra for certain costs incurred by each of them, respectively,  in connection with their effort to implement the merger agreement.

Orchestra and its affiliates continue to own 1,922,820 shares of the outstanding common stock of Destination Maternity and have agreed to certain standstill restrictions in connection with termination of the merger agreement.