Maidenform to Be Acquired by HanesBrands for $23.50 Per Share in Cash

  Maidenform to Be Acquired by HanesBrands for $23.50 Per Share in Cash

    Represents 23% Premium to Maidenform’s Closing Share Price on July 23

Business Wire

ISELIN, N.J. -- July 24, 2013

Maidenform, Inc. (NYSE: MFB) today announced that it has entered into a
definitive agreement with HanesBrands (NYSE: HBI) pursuant to which Hanes will
acquire all of the outstanding shares of Maidenform for $23.50 per share in
cash, representing a transaction value of approximately $575 million. The
transaction price represents a premium of approximately 23% to yesterday’s
closing share price and a premium of approximately 30% to the 30-day average
trading price. The transaction, which has been unanimously approved by the
Maidenform Board of Directors, is expected to close in the fourth quarter of

By combining with Hanes, Maidenform will become part of a larger, more diverse
apparel company with strong cash flows and a portfolio of iconic brands,
well-positioned to reach new and existing customers around the globe.
Maidenform will be able to accelerate product innovation and enhance its
marketing and sales strategy to further penetrate important market segments
across channels and geographies. In addition, Hanes’ robust global
infrastructure and supply chain will allow Maidenform to maximize its value to
retailers and consumers.

Maurice S. Reznik, Chief Executive Officer of Maidenform, said, “Maidenform
and Hanes are two companies that share rich histories, world-class and
complementary brands, and promising futures. Not only does this all-cash
transaction provide our shareholders with an immediate and substantial
premium, it will also provide necessary resources and infrastructure to grow
our business. This transaction is an important affirmation of the Maidenform
brands, our prospects and the hard work and dedication of our team.”

Karen Rose, Chairman of Maidenform’s Board of Directors, said, “After
thoroughly evaluating potential strategic options for the company, we
determined that the acquisition of Maidenform by Hanes is in the best
interests of our shareholders. We are thrilled to have reached this

Richard A. Noll, Chairman and Chief Executive Officer of Hanes, said, “We are
looking forward to Maidenform joining the Hanes family. Maidenform has great
brands that consumers trust. Combining the complementary strengths of both
companies creates a lot of growth opportunities.”

The transaction is subject to approval by Maidenform’s shareholders, the
Hart-Scott Rodino Antitrust Improvements Act (HSR Act), and other customary
closing conditions. The transaction is not subject to any financing condition.

Guggenheim Securities is serving as exclusive financial advisor and Davis Polk
& Wardwell LLP is providing legal counsel to Maidenform.

Second Quarter 2013 Earnings Results

Maidenform plans to release its second quarter 2013 earnings results on
Wednesday, August 7, 2013. In light of the pending transaction with Hanes,
Maidenform will not be hosting a quarterly conference call. Investors and
other interested parties may access the press release by visiting and clicking on News Releases.

About Maidenform

Maidenform Brands, Inc. is a global intimate apparel company with a portfolio
of established, well-known brands, top-selling products and an iconic
heritage. Maidenform designs, sources and markets an extensive range of
intimate apparel products, including bras, panties and shapewear. During its
91-year history, Maidenform has built strong equity for its brands and
established a platform for growth through a combination of innovative,
first-to-market designs and creative advertising campaigns focused on
increasing brand awareness with generations of women. Maidenform sells its
products under some of the most recognized brands in the intimate apparel
industry, including Maidenform®, Control It!®, Fat Free Dressing®, Flexees®,
Lilyette®, Bodymates®, Inspirations®, Self Expressions® and Sweet Nothings®.
Maidenform products are currently distributed in approximately 63 countries
and territories outside the United States.


In connection with the proposed merger, Maidenform Brands, Inc. (“Maidenform”)
will file a proxy statement with the Securities and Exchange Commission (the
Investors may obtain a free copy of the proxy statement (when available) and
any other relevant documents filed with the SEC from the SEC’s website at In addition, investors will be able to obtain, without
charge, a copy of the proxy statement and other relevant documents (when
available) at Maidenform’s website at or by contacting
Maidenform’s investor relations department by telephone at (732) 621-2300 or
via e-mail at


Maidenform and its directors, executive officers and other members of its
management and employees as well as Hanesbrands Inc. (“Hanesbrands”) and its
directors and officers may be deemed to be participants in the solicitation of
proxies from Maidenform’s stockholders with respect to the merger. Information
about Maidenform’s directors and executive officers and their ownership of
Maidenform’s common stock is set forth in the proxy statement for Maidenform’s
2013 Annual Meeting of Stockholders, which was filed with the SEC on April 10,
2013, Maidenform’s Annual Report on Form 10-K for the fiscal year ended
December 29, 2012, which was filed with the SEC on March 8, 2013, Maidenform’s
Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, which was
filed with the SEC on May 9, 2013, and Maidenform’s Current Report on Form 8-K
filed May 17, 2013. Information about Hanesbrands’ directors and officers is
set forth in the proxy statement for Hanesbrands’ 2013 Annual Meeting of
Stockholders, which was filed with the SEC on February 21, 2013. Stockholders
and investors may obtain additional information regarding the direct and
indirect interests of the participants in the solicitation of proxies in
connection with the merger, including the interests of Maidenform’s directors
and executive officers in the merger, which may be different than those of
Maidenform’s stockholders generally, by reading the proxy statement and other
relevant documents regarding the merger, which will be filed with the SEC.


This communication and Maidenform’s and Hanesbrands’ other public
pronouncements contain forward-looking statements within the meaning of the
U.S. federal securities laws, including, without limitation, statements
regarding management’s expectations, beliefs, intentions or future strategies
that are signified by the words “anticipates,” “believes,” “estimates,”
“expects,” “intends,” “plans,” “potential,” “predicts,” “projects” or similar
words or phrases, although not all forward-looking statements contain such
identifying words. Investors and security holders are cautioned not to place
undue reliance on these forward-looking statements, which are based on
information available to Maidenform or Hanesbrands on the date hereof.
Although these expectations may change, Maidenform and Hanesbrands assume no
obligation to update or revise publicly any forward-looking statements whether
as a result of new information, future events or otherwise. Forward-looking
statements necessarily involve risks and uncertainties, many of which are
outside of Maidenform’s or Hanesbrands’ control, that could cause actual
results to differ materially from such statements and from Maidenform’s
historical results and experience. These risks and uncertainties include such
things as: the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; the failure to
receive, on a timely basis or otherwise, the required approvals by
Maidenform’s stockholders and government or regulatory agencies; the risk that
a closing condition to the proposed merger may not be satisfied; the ability
of Maidenform to retain and hire key personnel and maintain relationship with
customers, suppliers and other business partners pending the consummation of
the proposed merger; the possibility of disruption to Maidenform’s business
from the proposed merger, including increased costs and diversion of
management time and resources; general economic conditions; retail trends in
the intimate apparel industry, including consolidation and continued growth in
the development of private brands, resulting in downward pressure on prices,
reduced floor space and other harmful changes; and other financial,
operational and legal risks and uncertainties detailed from time to time in
Maidenform’s and Hanesbrands’ cautionary statements in its respective filings
with the SEC, such as Quarterly Reports on Form 10-Q and Annual Reports on
Form 10-K. For more information, see Maidenform’s and Hanesbrands’ respective
filings with the SEC.


Sard Verbinnen & Co
Brooke Gordon/Jonathan Doorley/Jared Levy
Christopher W. Vieth, 732-621-2101
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