Columbus, Ohio and New York, NY – April 13, 2023 – Fashion apparel retailer Express, Inc. (NYSE: EXPR) (the “Company” or “EXPR”) and global brand management firm, WHP Global (“WHP”), today announced a definitive agreement to acquire menswear brand Bonobos, Inc. (“Bonobos”) from Walmart Inc. (“Walmart”). This is the first acquisition to be made jointly by WHP Global and EXPR since finalizing their strategic partnership earlier this year.

Bonobos, founded in 2007 and acquired by Walmart in 2017, distinguished itself in the menswear category based on product fit, customer experience and the innovative Guideshop retail model, and the business has delivered strong, consistent growth.

“Our strategic roadmap to transform EXPR to create shareholder value includes achieving profitable growth in our core Express business – which is our first priority – optimizing our omnichannel platform, and accelerating our growth and profitability through our partnership with WHP Global,” said Tim Baxter, EXPR Chief Executive Officer.

“Bonobos is delivering double-digit sales growth and we plan to continue that momentum while also realizing operating synergies and other economies of scale. This is a compelling addition to our brand portfolio, and I expect the transaction will be accretive to operating income and free cash flow positive in fiscal 2023,” continued Baxter.

WHP Global and EXPR have great admiration for the Bonobos team, led by CEO John Hutchison who will become Brand President of Bonobos and report to Tim Baxter after the transaction closes. Bonobos will remain at its current headquarters in New York.

“Bonobos is an ideal first acquisition for our new partnership with EXPR and will be a terrific addition to our fashion vertical. Post-closing, WHP Global’s portfolio will include more than 10 powerful consumer brands approaching $7 billion in total retail sales,” said Yehuda Shmidman, WHP Global Chairman and Chief Executive Officer.

“This is an exciting moment for Bonobos as we embark on the next phase of our growth. Born a digitally native vertical brand, we plan to build on our strength in eCommerce and customer loyalty, leverage EXPR’s expertise in omnichannel retailing and scale through WHP Global’s partnerships in licensing and distribution,” said Bonobos CEO John Hutchison.

This transaction is expected to provide the following strategic and financial benefits:

• Presents opportunity to unlock additional growth for the Bonobos brand. EXPR plans to leverage its strength in men’s to address underpenetrated categories, and its strength in marketing to drive greater awareness and customer acquisition.

• Expands EXPR brand portfolio to accelerate growth and profitability. Bonobos will be the third brand in the EXPR portfolio, joining Express and UpWest. It is expected to be accretive to operating income and free cash flow positive in fiscal 2023, accelerating our sales growth and profitability.

• Achieves synergies and efficiencies through EXPR fully integrated omnichannel operating platform. EXPR expects to leverage its platform to drive financial efficiencies, operational synergies and additional economies of scale across Production & Sourcing, Logistics, Real Estate, Technology, and other areas of its existing and new businesses.

Transaction Details

 WHP Global and EXPR have entered into a definitive agreement with Walmart Inc. to acquire Bonobos, Inc. for a combined purchase price of $75 million.

WHP Global will acquire the Bonobos brand for a purchase price of $50 million. EXPR will acquire the operating assets and assume the related liabilities of the Bonobos business for a purchase price of $25 million. Concurrent with the closing of the transaction, WHP Global and EXPR will enter into an exclusive long-term license agreement with multiple renewal options granting EXPR the right to use the intellectual property acquired by WHP Global for the operation of the Bonobos business in the U.S. in exchange for EXPR’s payment of a royalty fee to WHP Global.

The transaction is expected to close in EXPR’s second fiscal quarter of 2023, subject to customary closing conditions. An investor presentation relating to the transaction will be available at www.express.com/investor at approximately 4:30 p.m. ET on April 13, 2023.

Moelis & Company LLC is serving as financial advisor and Kirkland & Ellis LLP is serving as legal advisor to EXPR on this transaction. Goodwin Procter LLP is serving as legal advisor to WHP Global.