Destination XL board advises stockholders against Zodiac's 'opportunistic' bid

The board of directors at Destination XL Group Inc., (DXL), a publicly traded retailer specializing in Big + Tall men’s apparel, has advised that stockholders reject the revised offer made by Zodiac Partners II, LLC (“Zodiac”) on June 23 to acquire all outstanding shares of DXL for 0.84 dollars per share in cash, and not tender their shares. According to a statement from the DXL board, stockholders who have already tendered their shares may withdraw them at any point prior to the expiration of the offer at 5pm ET on July 24.

“The DXL Board of Directors remains committed to maximizing stockholder value and acting in the best interests of all DXL stakeholders,” said Lionel Conacher, chairman of the board of DXL, in a statement. “After careful review of Zodiac’s revised proposal, the Board unanimously concluded that the modest increase in consideration still undervalues DXL and is not in the best interests of our stockholders. The Board reiterated its belief that Zodiac’s repeated offers are highly conditional, opportunistic and seemingly timed to deliberately exploit a period of market dislocation. We therefore recommend that stockholders reject the Revised Offer and do not tender their shares.”

The DXL Board issued its formal recommendation in a Solicitation/Recommendation Statement on Schedule 14D-9 filed on Wednesday with the U.S. Securities and Exchange Commission (“SEC”). According to the statement, the company is committed to maximize shareholder value and act in the best interest of the Company and its shareholders, based on "current expectations, estimates and beliefs of DXL management."

Zodiac Partners II, LLC, an acquisition entity of Camac Fund, first announced on May 12 an offer to acquire all outstanding shares of Destination XL Group, Inc. for 0.82 dollars per share. On June 3, DXL announced it was not longer continuing with its planned merger with FullBeauty Brands, previously announced in December 2025. On June 23, Zodiac made its second offer, raising it to 0.84 dollars per share, with the total transaction valued approximately 46 million dollars.

Ziggy Gokea, managing member of Zodiac Partners II, LLC, said the second offer "was designed to show the Board the flawed nature of the Full Beauty Brands (“FBB”) merger and to give stockholders a better path forward. The strength of the support we have received to date is a clear signal that stockholders want a choice.”