Creating One of the Largest Omni-Channel Retailers Across the Full Inclusive Sizing Market, with Approximately $1.2 Billion of Combined Annual Net Sales
Poised to Capture Accelerated Growth Opportunities in an Underserved, Fragmented Market
Expect $25 Million in Annual Run-Rate Cost Synergies Significantly Actioned Within the First 12 Months of Closing, with Meaningful Commercial Synergy Upside
Enhancing Financial Position and Free Cash Flow Generation, While Exercising Disciplined Capital Allocation to Drive Future Growth and Shareholder Returns
Companies to Host a Joint Investor Conference Call at 5:00 PM U.S. Eastern Time
CANTON, Mass. and NEW YORK, Dec. 11, 2025 (GLOBE NEWSWIRE) -- Destination XL Group, Inc. ("DXL") (NASDAQ: DXLG), the leading integrated commerce retailer of Big + Tall men's clothing and footwear, and FBB Holdings I, Inc. ("FullBeauty"), a first mover in inclusive sizing for both women and men and proudly inclusive since 1901, today announced that they have entered into a definitive agreement to combine in a merger of equals and create a scaled, category-defining retailer for inclusive apparel.
The combined company will unite complementary brands, channels, and capabilities to better serve plus-size women and Big + Tall men as a larger, stronger and more flexible public company positioned for long-term growth. Together, DXL and FullBeauty will be a leader in inclusive sizing apparel with one of the industry's broadest and most diverse portfolios -- spanning value to premium across lifestyles and occasions. By leveraging complementary strengths across gender, product and channel, the combined company will be positioned to accelerate growth, improve operational efficiency and deliver an enhanced customer experience through a comprehensive, innovative multi-channel strategy. The combined company will reflect a direct-to-consumer mix at 73% of total sales, with bricks-and-mortar at 27% of total sales.
The companies delivered combined net sales of approximately $1.2 billion for the last twelve months ending October 2025. Assuming no pro forma adjustments, Adjusted EBITDA (a non-GAAP measure) was approximately $45 million. Including $25 million in expected annual run-rate cost synergies, the combined company would have generated approximately $70 million of LTM Adjusted EBITDA.
Following the completion of the all-stock transaction, FullBeauty and DXL shareholders will own 55% and 45% of the combined company, respectively.
"We are excited about what this transaction means for our associates, customers and shareholders," said Harvey Kanter, President and CEO of DXL. "Together with FullBeauty, we will be better able to serve our customers across the plus-size and Big + Tall apparel market, providing them more brands, more styles and more options whether they shop in stores or online through our powerful omni-channel platform. Our shareholders will benefit from the upside potential of our large, combined company as we capture growth opportunities, leverage our Fit expertise, execute on cost synergies and use our enhanced financial position to invest in our business. We look forward to working with FullBeauty and joining our teams to deliver on the promise of this combination."
"By uniting DXL and FullBeauty we are creating a leader in a fragmented market that will define the next decade of inclusive fashion," said Jim Fogarty, CEO of FullBeauty and incoming CEO of the combined company. "Together we will be a powerful engine for innovation -- combining data science, digital scale, proprietary fit technology and differentiated store expertise. With our shared values and mission, incredible portfolio of brands, complementary capabilities, enhanced financial profile, proven record of successful brand integrations and the scale of a larger public company, we expect to deliver sustainable growth, stronger margins and long-term shareholder value -- while expanding choice for customers in an apparel category that has historically lacked options."
Lionel Conacher, Chairman of the current Board of DXL, said, "Following a comprehensive review of this transaction, the Board determined that this combination has the potential to create significant value for and is the best path forward for DXL shareholders. We look forward to working together to guide the combined company to even greater success as one organization."
Steve Tesoriere, portfolio manager of funds managed by Oaktree Capital Management, L.P. and Director of FullBeauty added, "As the largest individual owner of FullBeauty, we look forward to participating in the significant upside potential this transaction creates. Pro forma for cost synergies, we expect the combined company will generate solid free cash flow and generate very attractive shareholder returns. We are excited for the opportunity for value creation ahead as FullBeauty and DXL join forces to create a leader in inclusive apparel to pursue the vast and growing market opportunity."
Compelling Strategic and Financial Benefits
The combined company is expected to be well-positioned to set a new standard in size-inclusive fashion. Together, the companies expect to deliver significant benefits to customers and shareholders:
-- Creates a scaled, category-defining size-inclusive brand portfolio in
North America.
-- FullBeauty's portfolio of distinctive women's inclusive size
brands, along with its Big + Tall KingSize brand, joins DXL's Big
+ Tall specialty to create a powerful portfolio of women's
inclusive sizes and unmatched strength in Men's Big + Tall.
-- The transaction results in one of the largest players by sales and
store count in the inclusive sizing clothing sector, even before
commercial synergies and future M&A transactions.
-- The combined company only captures a portion of a largely untapped
market, highlighting significant growth opportunities ahead.
-- Builds a powerful omni-channel and data-driven platform.
-- Combines FullBeauty's data-driven direct-to-consumer and digital
marketing capabilities with DXL's Big + Tall store leadership and
national-brand partnerships.
-- The combined company will have a leading direct-to-consumer
presence with approximately 34 million households in its combined
customer database and 296 stores.
-- With more first-party data and advanced analytics, the combined
company will be positioned to provide more personalized marketing,
make better inventory decisions and generate higher customer
lifetime value.
-- Leverages each company's strengths to accelerate growth.
-- Under one umbrella, the combined company will have deep pure-play
expertise across gender, assortment, brands, lifestyle and
distribution channels to offer wide product variety at scale.
-- The combined company will be poised to drive incremental revenue
and capture profitability upside over time from cross-brand and
cross-channel traffic, leveraging FullBeauty's digital mall
capabilities, marketplace infrastructure, print marketing and
private label credit expertise with DXL's existing store base,
national brand and fit expertise. The combined company expects to
have growth opportunities through disciplined new store openings
and by pursuing alternate channels of distribution.
-- In addition, DXL and FullBeauty's shared focus on fit, flexibility
and ongoing customer support positions the combined company to
meet new and existing customers at every stage of their
weight-fluctuation journey -- including those using GLP-1
medications -- through offerings such as DXL's FiTMAP$(R)$ and
FullBeauty's free exchange program.
-- Captures significant synergy opportunities.
-- The transaction is expected to generate $25 million in annual
run-rate cost synergies by 2027 primarily through cost-of-goods
optimization, organizational efficiencies, reduced overhead
expenses and other cost-saving measures. The combined company
intends to begin capturing these synergies promptly after closing
the transaction, with a significant portion to be actioned within
the first 12 months.
-- With a unified sourcing strategy, the merged company will be able
to leverage greater scale advantages in product development while
maintaining agility to pivot sourcing operations to mitigate
tariff exposure.
-- Enhances scale, profitability and financial flexibility.
-- With increased financial strength and flexibility, an enhanced
free cash flow profile, efficiencies captured through synergies
and disciplined capital allocation, the combined company will be
poised to reinvest in growth initiatives, drive profitability
while reducing leverage and deliver sustainable long-term value
for shareholders.
Leadership, Governance and Structure
The combined company will be led by a proven management team that reflects the strengths and capabilities of both organizations. Following the closing of the merger, Jim Fogarty, current CEO of FullBeauty, will serve as Chief Executive Officer of the combined company and Peter Stratton, current CFO of DXL, will serve as Chief Financial Officer. Headquarters will remain in Canton, MA, and the combined company is expected to maintain a significant presence in New York City, Indianapolis and El Paso.
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December 11, 2025 16:15 ET (21:15 GMT)
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