Kidpik and Nina Footwear to merge

Kidpik, the kids’ online clothing subscription-based e-commerce company, and Nina Footwear Corp., which specialises in women’s and kids’ dress shoes and accessories for special occasions, have entered into a definitive merger agreement.

In a statement, the board of directors of both companies said they had approved the all-stock transaction and that the new combined company would operate as Nina Holdings Corp.

In connection with the merger, Nina Footwear stockholders will be issued shares of common stock of Kidpik, while Nina Footwear’s stockholders will own 80 percent of Kidpik’s outstanding common stock.

Kidpik is controlled by Ezra Dabah, the chief executive officer, chairman, and majority stockholder (67 percent beneficial owner) of Kidpik, who is also the chief executive officer of Nina Footwear. Dabah and his children own approximately 79.3 percent of Nina Footwear, and his extended family own 100 percent of Nina Footwear. He will continue to control approximately 76.8 percent of the combined company’s voting shares alongside his children and wife following the closing of the merger.

Dahah said: “Our transaction is expected to increase Kidpik’s revenue, cashflow and prospects, while also strengthening Kidpik’s balance sheet and significantly increasing stockholder value. I am extremely happy to fulfil the wish of my late father-in-law, Stanley Silverstein, to make Nina a public company on the heels of the 70th anniversary of our family business.

“As a team we will refocus our attention on growing Nina through brand and category extensions, international expansion, the resurrection of the Delman shoe brand, and mining our extensive Nina Footwear archive for additional growth, which we believe presents great value. I believe the retention of the net operating loss carry forwards is of tremendous value to our shareholders in entering into the merger.”

The closing of the transaction, expected to close in the third quarter of 2024, is subject to customary closing conditions, including the preparation and mailing of a proxy statement by Kidpik and the receipt of required stockholder approvals from Kidpik and Nina Footwear stockholders.