DXL Board Unanimously Urges Shareholders to Reject Zodiac’s $0.82 Tender Offer

Overview

• The DXL board filed a Solicitation/Recommendation Statement on Schedule 14D-9 and on Tuesday, May 26, 2026 unanimously recommended that shareholders not tender their shares to Zodiac’s $0.82-per-share offer.
• Chairman Lionel Conacher said the board found the offer opportunistic and not reflective of the company’s underlying value, noting the bid is highly conditional with execution and financing risk.
• DXL engaged Guggenheim Securities as financial advisor, Greenberg Traurig as legal advisor, and Joele Frank for communications to evaluate the offer and prepare shareholder materials.
• Management postponed the company’s fiscal Q1 2026 results and will release earnings before the market opens on June 3, 2026 with a management call to allow time to complete the review and communicate with investors.
• The bid was first launched on May 12, 2026 and could affect DXL’s planned merger with FullBeauty; shareholders are being told to read SEC filings and await the company’s forthcoming solicitation and recommendation materials.