Key Takeaways:
Zodiac Partners II, LLC, an acquisition entity of Camac Fund, has commenced a $46 million all-cash tender offer to acquire Destination XL Group, Inc. (NASDAQ: DXLG) for $0.82 per share. The price represents an approximately 26 percent premium to DXL’s closing price on May 11, 2026, and is being positioned as a superior alternative to DXL’s proposed all-stock merger with Full Beauty Brands.
"We believe our offer to be superior to the proposed transaction with Full Beauty Brands and are pleased to offer shareholders an all-cash alternative at a large premium to the share price,” said Ziggy Gokea of Zodiac Partners II LLC. "We believe that DXL is more resilient and better suited as a private stand-alone company."
The offer provides DXL shareholders with immediate cash value, contrasting with what Zodiac describes as the "inherent uncertainty and risk" of the merger with Full Beauty Brands, a formerly bankrupt company. The tender offer and withdrawal rights are scheduled to expire at 5:00 PM, Eastern Time, on June 19, 2026. Zodiac has so far been rebuffed in its requests for access to a data room for confirmatory diligence.
The proposed transaction is subject to a financing contingency, but Zodiac stated it is confident the conditions can be met within 45 days if granted appropriate access. The firm has also indicated it will explore all options to complete a deal, including the potential nomination of directors at DXL’s upcoming Annual Meeting.
Zodiac Partners has secured a conditional financing commitment for a $75 million revolving credit facility from Eclipse Business Capital. The firm said proceeds from the facility, together with Zodiac’s own fully committed equity, will be sufficient to cover the full purchase consideration, the refinancing of DXL’s existing debt, and all associated transaction fees.
The financing commitment from Eclipse is subject to customary diligence-related conditions, which Zodiac cannot satisfy without access to DXL's non-public information. Wyrick Robbins Yates & Ponton LLP is acting as legal counsel to Zodiac Partners.
This article is for informational purposes only and does not constitute investment advice.
