Jaclyn Announces Stockholder' Approval of Merger Agreement

2/21/17

Jaclyn, Inc. (OTCQX: JCLY) today announced that, at a special meeting of stockholders held today, the Company's stockholders voted in favor of the proposal to adopt the previously announced agreement and plan of merger dated as of January 20, 2017, by and among the Company, Jaclyn Holdings Parent LLC, an affiliate of Golden Touch Imports, Inc.  and Jaclyn Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Holdings. Pursuant to the merger agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Holdings.

At the effective time of the merger, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $7.85.

The Company and Golden Touch continue to expect to complete the merger in the first quarter of 2017, subject to the satisfaction of the remaining customary closing conditions.

Houlihan Capital, LLC is acting as financial advisor to the Special Committee of the Board of Directors of the Company, and has provided a fairness opinion in connection with the transaction to the Special Committee. Day Pitney LLP is acting as legal advisor to the Special Committee. Avalon Net Worth Solutions, Inc. is acting as financial advisor to the Company and Troutman Sanders LLP is acting as legal advisor to the Company in connection with the proposed acquisition. Levy Holm Pellegrino & Drath LLP and Fried, Frank, Harris, Shriver & Jacobson LLP are acting as legal advisors to Golden Touch in connection with the proposed acquisition.

Jaclyn, Inc.

Jaclyn, Inc. is a designer, manufacturer and marketer of apparel, women's sleepwear, infants' and children's apparel, handbags, premium incentives and related accessories. Website: jaclyninc.com

Golden Touch Imports, Inc.

Golden Touch Imports, Inc. has been in business since 1975. The company designs, produces, and distributes apparel to many major retailers, primarily in junior, missy, plus, and girls sizes.

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