Zodiac Partners II, LLC Provides an Update to its Previously Announced $46 million Tender Offer to Acquire Destination XL Group, Inc. for $0.82 Per Share in Cash
West Palm Beach FL, May 21, 2026 (GLOBE NEWSWIRE) -- Zodiac Partners II, LLC today provided an update to its previously announced all-cash tender offer to acquire all outstanding shares of Destination XL Group, Inc. (“DXLG” or “DXL”) for $0.82 per share. After positive dialogue with shareholders representing a meaningful amount of the shares outstanding, Zodiac will shortly file an amendment to its Schedule TO elaborating on all comments.
Compelling All-Cash Alternative
Zodiac’s offer was designed to give shareholders a superior all-cash option and provides an opportunity to realize immediate value at a large premium to the share price prior to announcement. As previously mentioned, Zodiac believes that the proposed merger with Full Beauty would add an unsustainable debt burden in a very uncertain macro environment. The proposed merger would add a material amount of debt to the combined entity’s balance sheet that would bear a high interest rate. Zodiac’s offer does not rely on future projections of synergy.
Go-Forward Timeline
Zodiac maintains that to date, DXL has refused to provide Zodiac access to a data room or the customary information required to remove conditionality from its offer. Zodiac Partners has previously approached the board privately with a detailed take-private proposal, however, after brief conversations, multiple requests for diligence access have been rebuffed and the current offer is therefore based solely on publicly available information. Notwithstanding this lack of access, Zodiac Partners remains fully prepared to proceed immediately and is confident it can execute a Definitive Agreement within 45 days of being granted appropriate access.
Financing
Zodiac notes that this offer still remains subject to a financing condition. While Zodiac’s Equity Commitment remains fully committed and not subject to conditions, no third-party can provide anything other than an indicative term sheet for Debt Financing at this time. Binding Debt Financing cannot be obtained without access to, and an appropriate timeline for, customary diligence.
Terms
The updated offer is now scheduled to expire at 5:00 PM, Eastern Time (ET), at the end of June 22nd, 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.
Zodiac Partners II, LLC, which is sometimes also referred to as the “Purchaser,” intends to complete a back-end short-form merger at the same price quickly after the tender offer expires, subject to the terms of the offer, but it might also acquire control and not merge out stockholders who do not tender. The proposed transaction is subject to a financing contingency.
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. In addition, if the Purchaser consummates the tender offer but does not acquire 100% of the outstanding DXL stock through a merger or otherwise, the remaining DXL stockholders will face risks, including: the substantial indebtedness the Purchaser expects to incur in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; the possibility that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; the Purchaser’s ability to retain certain key employees; and general economic conditions that are less favorable than expected. 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 promptly, 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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