Kidpik, Nina Footwear enter definitive merger agreement

Kidpik and Nina Footwear, a private company operating a brand specializing in women’s and kids’ dress shoes and accessories for special occasions, announced that they have entered into a definitive merger agreement. The Board of Directors of both companies have approved the all-stock transaction. The combined company will operate as Nina Holdings Corp. In connection with the merger, Nina Footwear stockholders will be issued shares of common stock of Kidpik such that upon closing thereof, Nina Footwear’s stockholders will own 80% of Kidpik’s outstanding common stock. Kidpik is controlled by Ezra Dabah, the CEO, Chairman, and majority stockholder (67% beneficial owner) of Kidpik, who is also the CEO of Nina Footwear. Dabah and his children own approximately 79.3% of Nina Footwear, and Dabah and his extended family own 100% of Nina Footwear. Dabah, his children and wife are expected to continue to control approximately 76.8% of the combined company’s voting shares following the closing of the merger. Kidpik’s entry into the merger agreement was approved by the Kidpik Board of Directors, acting on the unanimous recommendation of a special committee consisting of independent and disinterested directors of Kidpik that was formed to negotiate and evaluate a potential strategic transaction involving Kidpik. According to the terms of the merger agreement, Kidpik will acquire Nina Footwear through a reverse subsidiary merger that is intended to be a tax-free reorganization. Upon closing of the merger, the combined company will be renamed “Nina Holding Corp.” and its symbol will change to “NINA”. There is not expected to be any change in Kidpik’s officers or directors as a result of the transaction. There are also a number of related party transactions between Nina Footwear and Kidpik as disclosed in Kidpik’s filings with the SEC, which are expected to be extinguished as a result of the merger. The closing of the transaction 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, and is expected to close in the third quarter of 2024.