Destination XL Group and FullBeauty Brands to Combine in Merger of Equals, Creating a Scaled, Category-Defining Retailer for Inclusive Apparel

Core Viewpoint - The merger between Destination XL Group, Inc. (DXL) and FullBeauty Brands, Inc. aims to create one of the largest omni-channel retailers in the inclusive sizing market, with combined annual net sales of approximately $1.2 billion, targeting accelerated growth in an underserved market [1][3]. Financial Overview - The combined company is expected to achieve $25 million in annual run-rate cost synergies within the first 12 months post-merger, enhancing financial position and free cash flow generation [1][10]. - The last twelve months ending October 2025 saw combined net sales of approximately $1.2 billion, with an Adjusted EBITDA of approximately $45 million, leading to a projected $70 million of LTM Adjusted EBITDA post-synergies [3][10]. Market Positioning - The merger will unite complementary brands and capabilities, positioning the combined entity as a leader in inclusive sizing apparel, with a direct-to-consumer sales mix of 73% and bricks-and-mortar at 27% [2][11]. - The combined company will have a customer database of approximately 34 million households and 296 stores, enhancing its direct-to-consumer presence [11]. Strategic Benefits - The merger is expected to create a powerful omni-channel platform, leveraging each company's strengths to accelerate growth and improve operational efficiency [7][8]. - The combined entity will focus on fit, flexibility, and customer support, catering to a diverse customer base, including those experiencing weight fluctuations [11]. Leadership and Governance - Jim Fogarty, CEO of FullBeauty, will serve as the CEO of the combined company, with Peter Stratton from DXL as CFO, maintaining headquarters in Canton, MA [13]. - The Board of Directors will consist of 9 members, with equal representation from both companies [14]. Transaction Details - The merger will be executed as an all-stock transaction, with FullBeauty shareholders owning 55% and DXL shareholders owning 45% of the combined company [4][15]. - The transaction has received unanimous approval from both companies' Boards and is expected to close in the first half of fiscal year 2026, pending shareholder approval [16][18].