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Destination Maternity says Mothercare rejects 2 proposals to combine businesses

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PHILADELPHIA - Destination Maternity says the U.K.'s Mothercare has rejected two proposals to combine the businesses.

Destination Maternity is known for its maternity clothing under brands such as A Pea in the Pod, Motherhood Maternity and its namesake. Mothercare offers baby and young children's clothing and other products such as strollers, car seats and toys.

Destination Maternity's most recent cash-and-stock proposal for about 266 million pounds (about $456.6 million) was submitted on June 1. Destination Maternity said that Mothercare has refused to discuss the proposals and that it continues to evaluate its options on a potential combination.

Mothercare said in a statement that it reviewed Destination Maternity's revised proposal and believes that it undervalues the company. Mothercare said the revised bid also didn't address its material concerns about "significant execution risk" and delivering value to its shareholders.

Mothercare said that its other concerns include the "lack of strategic rationale for a combination" and uncertainty on the proposed financing arrangements. The company said its board is still confident "in the ongoing execution of Mothercare's strategy as an independent company and that its successful delivery will create significant value for shareholders."

Philadelphia-based Destination Maternity may be eyeing the combination with Mothercare PLC as a tax move. Incorporating overseas through acquisition has been done by drugmakers and other businesses recently so that they can save on taxes. Drug companies Actavis plc and Perrigo Inc. have acquired Irish companies and then "redomiciled" in Ireland.

Destination Maternity Corp. said that its latest proposal for Mothercare would be for the two businesses to combine under a new U.K. holding company that would be listed in the U.S.

Under the U.K.'s Takeover Code, Destination Maternity must announce its decision on whether it plans to make a binding offer for Mothercare by July 30.

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