Hudson Jeans and Robert Graham Complete Merger to Launch Differential Brands Group

  • Transformative transaction creates Differential Brands Group Inc.
    (NASDAQ:DFBG), a new public platform focusing on branded operating
    companies in the premium consumer space
  • Transaction sponsored by Tengram Capital Partners with $50 million
    preferred security investment
  • William Sweedler to serve as Chairman and Michael Buckley to lead
    Company as Chief Executive Officer
  • Total merger consideration to Robert Graham equity holders based on
    pre-closing per share valuation of $0.37 per share (or $11.16
    following a 1-for-30 reverse stock split approved in connection with
    the transaction)

LOS ANGELES–(BUSINESS WIRE)–Joe’s Jeans Inc. (NASDAQ:JOEZ) (the “Company”), today announced the
completion of a merger combining Hudson Jeans and Robert Graham,
pursuant to an Agreement and Plan of Merger dated September 8, 2015.
Concurrent with the closing of the transaction, the Company has been
renamed Differential Brands Group Inc. (“Differential”) and will remain
publicly listed on NASDAQ under the ticker DFBG. The name change
signifies the transformation of the standalone Hudson Jeans and Robert
Graham businesses into a unified consumer platform.

The strategic combination of Hudson Jeans and Robert Graham will serve
as the initial foundation for Differential, which will focus on
organically growing its owned brands through a global, omni-channel
distribution strategy across premium wholesale channels,
direct-to-consumer retail stores and e-commerce, while seeking
opportunities to acquire accretive, complementary, premium brands.

Michael Buckley, current Chief Executive Officer of Robert Graham, who
has previous public company leadership experience at True Religion, in
addition to experience at Diesel and Ben Sherman, will lead Differential
as Chief Executive Officer. Mr. Buckley stated, “I believe Differential
is uniquely positioned to become one of the foremost premium
omni-channel brand platforms in the world, and I am thrilled with the
opportunity to lead the company as Chief Executive Officer and to work
closely with the Board of Directors and Tengram Capital Partners in the
years to come.”

Mr. Sweedler, Co-Founder and Managing Partner of Tengram Capital
Partners, added, “Tengram is thrilled to sponsor this unique transaction
and to have the opportunity to create a new transformative public
platform focused on wholesale operating companies with strong brands
that possess the potential to grow through global omni-channel
distribution.” Mr. Sweedler further added, “We believe Differential
fills a void in the U.S. public market landscape by focusing exclusively
on brands that develop products for consumers shopping at premium
retailers. Additionally, we believe that Differential will be able to
offer retail customers a unique, one-stop resource for their diverse
in-store brand needs. Our playbook calls for Differential to build its
existing brands organically and for the company to pursue complementary
acquisitions with strong accretion metrics both financially and
operationally.”

About Robert Graham

Robert Graham is ‘American Eclectic.’ Since its launch in 2001, Robert
Graham was created on the premise of introducing sophisticated, eclectic
style to the fashion market as an American-based company with an
intention of inspiring a global movement. Robert Graham operates
freestanding stores in 30 locations nationwide. The brand also sells at
luxury department stores and boutiques, and it has showrooms located in
New York City, Los Angeles, Dallas, Toronto, Montreal, and Vancouver. In
2014, Robert Graham received the “Menswear Brand of the Year” award from
the American Apparel & Footwear Association. Additional information can
be found at: www.robertgraham.us.

About Hudson Jeans

Hudson Jeans designs, produces and sells apparel and apparel-related
products to the retail and premium markets under the Hudson® brand and
related trademarks. Additional information can be found at: www.hudsonjeans.com.

About Tengram Capital Partners

Tengram Capital Partners is a private equity firm that focuses
exclusively on leading consumer and retail companies that own strong
recognizable brands. The team has a diverse background of consumer
investing and operating expertise that assists and guides company
management to unlock the true potential of their brand. Tengram invests
in both traditional “growth” and “restructuring/turnaround” situations
in either the public or private sectors. Previous and current
investments for Tengram and its predecessor investment entity, Windsong
Brands, LLC, include Sequential Brands Group, Cos Bar, Zanella, This
Works, Luciano Barbera, Tommie Copper, Active Ride Shop, DevaCurl, Laura
Geller Beauty, NEST Fragrances, Robert Graham, Joe Boxer, Joe’s Jeans,
Field & Stream, and Design Within Reach. Additional information can be
found at: www.tengramcapital.com.

This release contains forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. The matters discussed in this news
release involve estimates, projections, goals, forecasts, assumptions,
risks and uncertainties that could cause actual results or outcomes to
differ materially from those expressed in the forward-looking
statements. All statements in this news release that are not purely
historical facts are forward-looking statements, including statements
containing the words “may,” “will,” “expect,” “anticipate,” “intend,”
“estimate,” “continue,” “believe,” “plan,” “project,” “will be,” “will
continue,” “will likely result” or similar expressions. Any
forward-looking statement inherently involves risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements. Factors that would cause or contribute to
such differences include, but are not limited to: the impact of the
merger on the Company’s stock price, the anticipated benefits of the
merger on its financial results, business performance and product
offerings, the Company’s ability to successfully integrate Robert Graham
business and realize cost savings and any other synergies, the risk that
the credit ratings of the combined company or its subsidiaries may be
different from what the Company expects, continued acceptance of our
product, product demand, competition, capital adequacy, general economic
conditions and the potential inability to raise additional capital if
required; the risk that the Company will be unsuccessful in gauging
fashion trends and changing customer preferences; the risk that changes
in general economic conditions, consumer confidence, or consumer
spending patterns will have a negative impact on the Company’s financial
performance; the highly competitive nature of the Company’s business in
the United States and internationally and its dependence on consumer
spending patterns, which are influenced by numerous other factors; the
Company’s ability to respond to the business environment and fashion
trends; continued acceptance of the Company’s brands in the marketplace;
and other risks. The Company discusses certain of these factors more
fully in its additional filings with the SEC, including its last annual
report on Form 10-K and quarterly report on Form 10-Q filed with the
SEC, and this release should be read in conjunction with those reports,
together with all of the Company’s other filings, including current
reports on Form 8-K, through the date of this release. The Company urges
you to consider all of these risks, uncertainties and other factors
carefully in evaluating the forward-looking statements contained in this
release.

Any forward-looking statement is based on information current as of
the date of this document and speaks only as of the date on which such
statement is made, and the Company undertakes no obligation to update
these statements to reflect events or circumstances after the date on
which such statement is made. Readers are cautioned not to place undue
reliance on forward-looking statements.

Contacts

Differential Brands Group Inc.
Investor Relations
Hamish
Sandhu, 323-837-3700 x 304