Jaclyn, Inc. Announces Stockholder' Approval of Merger Agreement

MAYWOOD, NJ--(Marketwired - Feb 21, 2017) - Jaclyn, Inc. (the "Company") (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 ("Holdings"), an affiliate of Golden Touch Imports, Inc. ("Golden Touch") and Jaclyn Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Holdings ("Merger Sub"). 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.

Note: This press release contains information concerning, among other things, our future plans and objectives that are or may be deemed to be forward-looking statements. However, forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause our actual results, trends, performance or achievements, or industry trends and results, to differ materially from the future results, trends, performance or achievements expressed or implied by such forward-looking statements. Those risks and uncertainties may include, but are not limited to, general economic and business conditions; competition; potential changes in customer spending; acceptance of our product offerings and designs; the variability of consumer spending resulting from changes in domestic economic activity; a highly promotional retail environment; any significant variations between actual amounts and the amounts estimated for those matters identified as our critical accounting estimates as well as other significant accounting estimates made in the preparation of our financial statements; and the impact of current and potential hostilities in various parts of the world; as well as other geopolitical concerns. Any forward-looking statements relating to the transaction discussed above are based on our current expectations, assumptions, estimates and projections and involve significant risks and uncertainties, including the many variables that may impact or are related to consummation of the transaction, the continuing determination of Jaclyn's Board of Directors that the transaction is in the best interests of all stockholders; and whether any additional acquisition proposals or superior proposals are made. You are urged to consider all such factors. In light of the uncertainty inherent in such forward-looking statements, you should not consider their inclusion to be a representation that such forward-looking matters will be achieved. We assume no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.