Destination XL Group, Inc. Recommends DXL Shareholders Reject Zodiac Partners II’s Tender Offer And NOT Tender Their Shares
Rhea-AI Summary
Destination XL (NASDAQ: DXLG) announced that its board, after consulting legal and financial advisors, unanimously recommends shareholders reject Zodiac Partners II’s tender offer of $0.82 per share and not tender shares. A Schedule 14D-9 recommendation was filed with the SEC.
DXL also rescheduled its fiscal Q1 2026 earnings release to June 3, 2026, with a conference call at 9:00 a.m. ET.
Positive
- Board unanimously recommends rejecting $0.82 per-share tender offer
- Use of external legal and financial advisors for tender review
- Formal Schedule 14D-9 recommendation filing provides detailed board rationale
Negative
- Fiscal Q1 2026 earnings release delayed to June 3, 2026
- Management time and resources diverted to reviewing tender offer
News Market Reaction – DXLG
In the May 27 session, DXLG gained 0.27%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| May 22 | Tender offer review | Neutral | +5.6% | Board disclosed review of unsolicited $0.82 cash tender offer from Zodiac. |
| May 14 | Earnings date set | Neutral | +7.7% | Company scheduled Q1 FY2026 results and investor call on May 28, 2026. |
| Mar 19 | Earnings results | Negative | -4.9% | Reported lower Q4 and FY2025 sales and a fiscal net loss of $35.9M. |
| Mar 11 | Earnings date set | Neutral | -2.0% | Announced date and call details for Q4 and FY2025 results release. |
| Jan 12 | Holiday sales update | Negative | -4.2% | Holiday sales fell to $89.9M with comparable sales down 5.8%. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent news around the unsolicited $0.82 tender offer and earnings dates has often coincided with meaningful single-day moves, while fundamental updates on soft sales have typically seen negative reactions.
Over recent months, DXLG has balanced strategic transactions with soft fundamentals. Holiday sales of $89.9M and comparable sales down 5.8% preceded fiscal 2025 results showing Q4 sales of $112.1M and full-year sales of $435.0M, alongside a net loss of $35.9M. The company highlighted a planned merger with FullBeauty targeting roughly $1.2B revenue and $25M annual cost synergies. More recently, the stock reacted positively to announcements about reviewing the unsolicited $0.82 per-share tender offer and setting dates for Q1 2026 earnings releases and calls.
Key Terms
tender offer financial
schedule 14d-9 regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Reschedules Earnings Call for June 3, 2026
CANTON, Mass., May 26, 2026 (GLOBE NEWSWIRE) -- Destination XL Group, Inc. (“DXL”) (NASDAQ: DXLG), the leading integrated commerce retailer of Big + Tall men’s clothing and shoes, today announced that its Board of Directors, following a review with external legal and financial advisors, unanimously recommends that shareholders reject the tender offer (the “Offer”) launched by Zodiac Partners II, LLC (“Zodiac”) on May 12, 2026 for
“The DXL Board of Directors is committed to maximizing shareholder value and taking actions that are in the best interest of the Company and its shareholders,” said Lionel Conacher, Chairman of the Board of DXL. “In that light, the Board conducted a thorough review of Zodiac's tender offer and determined that it does not reflect the Company’s underlying value. The Offer is also highly conditional and opportunistic, seemingly timed to deliberately exploit a period of market dislocation. We therefore recommend shareholders reject the Offer and not tender their shares.”
The DXL Board issued its formal recommendation with respect to Zodiac’s Offer in a Solicitation/Recommendation Statement on Schedule 14D-9 filed today with the U.S. Securities and Exchange Commission (“SEC”).
Rescheduling Earnings for June 3rd
In light of the time and resources required for management and the Board to review the tender offer, the Company needs more time to complete its fiscal first quarter earnings results. As a result, the Company is rescheduling its previously announced first quarter of fiscal 2026 financial results and will now release results before the market opens on Wednesday, June 3, 2026.
President and Chief Executive Officer Harvey Kanter and Executive Vice President, Chief Financial Officer and Treasurer Peter Stratton will host a conference call the same morning at 9:00 a.m. ET to discuss the results. Participants can join by conference call or webcast.
Conference Call
To participate in the conference call, please pre-register at: https://register-conf.media-server.com/register/BI5ae665897d864e8da0f0d4edcae59a76.
Upon registering, you will receive a dial-in number and unique PIN.
Webcast
To listen to the webcast, please join and register at: https://edge.media-server.com/mmc/p/m5iyuyet.
A replay of the event will be available at the above webcast link or in the “Events” section of the Company's website at https://investor.dxl.com.
Advisors
Guggenheim Securities, LLC is acting as financial advisor to DXL, Greenberg Traurig, LLP is acting as its legal advisor and Joele Frank, Wilkinson Brimmer Katcher is serving as its strategic communications advisor.
About Destination XL Group, Inc.
Destination XL Group, Inc. is the leading retailer of Men’s Big + Tall apparel that provides the Big + Tall man the freedom to choose his own style. Subsidiaries of Destination XL Group, Inc. operate DXL Big + Tall retail and outlet stores and Casual Male XL retail and outlet stores throughout the United States, and an e-commerce website, DXL.COM, and mobile app, which offer a multi-channel solution similar to the DXL store experience with the most extensive selection of online products available anywhere for Big + Tall men. The Company is headquartered in Canton, Massachusetts, and its common stock is listed on the Nasdaq Global Market under the symbol “DXLG.” For more information, please visit the Company's investor relations website: https://investor.dxl.com.
Investor Contact:
Investor.relations@dxlg.com
603-933-0541
Important Information about the Zodiac Tender Offer and Where to Find It
DXL intends to file a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer with the Securities and Exchange Commission (the “SEC”) within 10 business days of the commencement of the Zodiac tender offer. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and security holders may obtain free copies of the solicitation/recommendation statement (when available) as well as other filings by DXL, without charge, at the SEC’s website, http://www.sec.gov, or by accessing DXL’s website at investor.dxl.com. In addition, documents filed with the SEC by DXL will be available free of charge by writing to DXL at 555 Turnpike Street, Canton, Massachusetts 02021, Attention: Corporate Secretary.
Forward-Looking Statements
In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, including statements regarding the DXL Board of Director’s commitment to maximizing shareholder value and taking actions that are in the best interest of the Company and its shareholders, are based on current expectations, estimates and beliefs of DXL management. Words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “seeks” and variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. With respect to any such forward-looking statements, DXL claims the protection provided for in the Private Securities Litigation Reform Act of 1995. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. These forward-looking statements could be affected by factors including, without limitation, the risks and factors detailed in reports filed with the SEC by DXL from time to time, including those discussed under the heading “Risk Factors” in DXL’s most recently filed Annual Report on Form 10-K. These documents are available through our website or through the SEC’s Electronic Data Gathering and Analysis Retrieval (EDGAR) system at http://www.sec.gov. Neither DXL undertakes any duty to update any forward-looking statements contained herein, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
