On May 26, 2026, Destination XL Group, Inc. (NASDAQ: DXLG), a prominent integrated commerce retailer specializing in Big + Tall men's clothing and shoes, issued a press release urging its shareholders to reject a tender offer from Zodiac Partners II, LLC. This offer, launched on May 12, 2026, proposed a price of $0.82 per share, a figure the Destination XL Board of Directors deems undervalued and opportunistic.

2. Board's Strong Recommendation

The Board of Directors of Destination XL, after a comprehensive review with external legal and financial advisors, unanimously recommended shareholders not to tender their shares. Lionel Conacher, Chairman of the Board, emphasized the commitment of the Board to maximizing shareholder value and acting in the best interests of the company and its shareholders. He stated, "The Offer is also highly conditional and opportunistic, seemingly timed to deliberately exploit a period of market dislocation."

In conjunction with this announcement, the Board filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (SEC), officially documenting their stance on the unsolicited offer.

3. Impact on Upcoming Financial Results

Due to the significant time and resources required to assess Zodiac's tender offer, Destination XL has decided to reschedule its financial results for the first quarter of fiscal 2026. The new release date is set for Wednesday, June 3, 2026, occurring before market opening. This postponement allows the management team to focus on the implications of the tender offer while ensuring that financial disclosures are comprehensive and accurate.

Conference Call Details

Following the earnings release, President and Chief Executive Officer Harvey Kanter, along with Executive Vice President and Chief Financial Officer Peter Stratton, will host a conference call at 9:00 a.m. ET on the same day. Shareholders and interested parties can participate via conference call or webcast, with pre-registration required to obtain the necessary dial-in information.

4. Advisory Team

In navigating this situation, Destination XL has enlisted the expertise of several advisory firms. Guggenheim Securities, LLC serves as the financial advisor, while Greenberg Traurig, LLP provides legal counsel. Additionally, Joele Frank, Wilkinson Brimmer Katcher is supporting the company with strategic communications.

5. About Destination XL Group, Inc.

Destination XL Group, Inc. remains a leader in the retail space for Big + Tall apparel, operating multiple retail and outlet locations across the United States, as well as an extensive e-commerce platform through DXL.COM. The company prides itself on offering a diverse selection of styles tailored to the Big + Tall demographic, thus providing customers the freedom to express their personal style.

6. Conclusion

As Destination XL Group Inc. navigates the unsolicited tender offer from Zodiac Partners II, its leadership remains steadfast in prioritizing the long-term value for shareholders. The company’s strategic decision to recommend rejection of the offer, coupled with the rescheduling of its earnings report, illustrates a commitment to maintaining shareholder confidence and ensuring operational stability during this pivotal moment. Shareholders are encouraged to stay informed and consider the Board's advice as they make decisions regarding their investments.

Original press release