TOM Tommy Hilfiger Corp

NEW YORK, April 21 /PRNewswire-FirstCall/ -- Tommy Hilfiger U.S.A., Inc. (the "Company"), a wholly owned subsidiary of Tommy Hilfiger Corporation (NYSE:TOM), made the announcements listed below with respect to its previously announced tender offers to purchase any and all of its outstanding 6.85% Notes due 2008 (the "2008 Notes") and 9% Senior Bonds due 2031(the "2031 Senior Bonds" and together with the 2008 Notes, the "Notes") and the related consent solicitations. The tender offers and the consent solicitations are being conducted in connection with the previously announced agreement to merge Tommy Hilfiger Corporation with an affiliate of funds advised by Apax Partners, a leading global private equity firm (the "Merger"). 2031 Senior Bonds In connection with its previously announced offer to purchase and consent solicitation with respect to its 2031 Senior Bonds (the "2031 Senior Bonds Offer"), the Company announced today that it has extended the Consent Deadline (as defined in the Offer to Purchase and Consent Solicitation Statement with respect to the 2031 Senior Bonds, dated April 7, 2006 (the "2031 Senior Bonds Statement")) with respect to the 2031 Senior Bonds Offer. The new Consent Deadline is 5:00 p.m., New York City time, on Friday, May 5, 2006 (such date and time, as the same may be extended, the "Expiration Time"). Accordingly, holders who validly tender their 2031 Senior Bonds on or prior to the Expiration Time will be eligible to receive the total consideration with respect to the 2031 Senior Bonds (which includes an amount paid in respect of the consent). Holders who have previously tendered 2031 Senior Bonds do not need to re-tender their 2031 Senior Bonds or take any other action in response to this extension. The Withdrawal Deadline for the 2031 Senior Bonds expired at 5:00 p.m., New York City time, on April 20, 2006. Accordingly, holders may no longer withdraw any 2031 Senior Bonds previously or hereafter delivered or revoke any consents previously or hereafter delivered, except in the limited circumstances described in the 2031 Senior Bonds Statement. Subject to the terms and conditions of the 2031 Senior Bonds Offer, the total consideration to be paid for each validly tendered 2031 Senior Bond (which includes an amount paid in respect of the consent), is $25.25 per $25 principal amount of 2031 Senior Bonds accepted for payment. In addition, accrued and unpaid interest from the last interest payment date to, but not including, the settlement date will be paid in cash on all validly tendered 2031 Senior Bonds. Accordingly, assuming a settlement date of May 10, 2006, the total consideration paid plus accrued and unpaid interest would equal $25.68 per $25 principal amount of 2031 Senior Bonds accepted for payment. The Company will also pay a soliciting dealer fee to retail brokers that are entitled to receive this fee of $0.25 per $25 principal amount of 2031 Senior Bonds that are validly tendered and accepted for payment. Except for the extension of the Consent Deadline as described above, the 2031 Senior Bonds Statement remains in full force and effect and the 2031 Senior Bonds Offer will expire at the Expiration Time. 2008 Notes Further, in connection with its previously announced offer to purchase and consent solicitation with respect to its 2008 Notes (the "2008 Notes Offer"), the Company has extended the Consent Deadline (as defined in the Offer to Purchase and Consent Solicitation Statement dated April 7, 2006 (the "2008 Notes Statement")) with respect to the 2008 Notes Offer. The new Consent Deadline is 5:00 p.m., New York City time, today, April 21, 2006. The date that the price will be determined with respect to the 2008 Notes Offer will be 2:00 p.m., New York City time, on April 24, 2006. Holders who have previously tendered 2008 Notes do not need to re-tender their 2008 Notes or take any other action in response to this extension. The Withdrawal Deadline for the 2008 Notes expired at 5:00 p.m., New York City time, on April 20, 2006. Accordingly, holders may no longer withdraw any 2008 Notes previously or hereafter delivered or revoke any consents previously or hereafter delivered, except in the limited circumstances described in the 2008 Notes Statement. Except for the extension of the Consent Deadline and pricing date as described above, the 2008 Notes Statement remains in full force and effect and the 2008 Notes Offer will expire at 5:00 p.m., New York City time, on Friday, May 5, 2006, unless otherwise extended or terminated by the Company. As of 5:00 p.m., New York City time, on Thursday, April 20, 2006, the Company had received tenders of the Notes and related consents in the following amounts: Percentage Principal of Outstanding CUSIP Amount Principal Amount Title of Security Number Tendered of Series 6.85% Notes due 2008 430908AB9 $79,772,000 41.5 % 9% Senior Bonds due 2031 430908202 $55,655,150 37.1 % For further information with respect to the tender offers and consent solicitations, holders should contact their broker and/or the Dealer Manager, Citigroup Corporate and Investment Banking, at (212) 723-6106 (collect) or (800) 558-3745 (toll free) or the Information Agent, Global Bondholder Services Corporation, at (212) 430-3774 (collect) or (866) 389-1500 (toll free). This announcement is not an offer to purchase, a solicitation of an offer to purchase or sell or a solicitation of consents with respect to any securities. The tender offers and consent solicitations are being made solely on the terms and subject to the conditions set forth in the 2031 Senior Bonds Statement and 2008 Notes Statement, respectively, and the accompanying Letters of Transmittal and Consent. None of the Company, Tommy Hilfiger Corporation, Citigroup Corporate and Investment Banking, Global Bondholder Services Corporation or any of their respective affiliates makes any recommendation in connection with the tender offers and consent solicitations. Each holder must make his or her own decision as to whether to tender 2008 Notes and/or 2031 Senior Bonds and thereby deliver consents to the proposed amendments to the related indenture and, if so, as to how many 2008 Notes and/or 2031 Senior Bonds to tender. In those jurisdictions where the securities, blue sky or other laws require tender offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations shall be deemed to be made on behalf of the Company by Citigroup Corporate and Investment Banking or one or more registered brokers or dealers licensed under the laws of such jurisdiction. In the United Kingdom, this announcement is directed only to persons who (i) are persons falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, (iv) are persons falling within Article 43(1)(b) of the Financial Promotion Order ("Members and creditors of certain bodies corporate"), or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any Securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). The offering documents are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the offering documents relates is available only to relevant persons and will be engaged in only with relevant persons. Tommy Hilfiger U.S.A., Inc., incorporated in Delaware, is a direct wholly owned subsidiary of Tommy Hilfiger Corporation. Tommy Hilfiger Corporation, through its subsidiaries, designs, sources and markets men's and women's sportswear, jeanswear and childrenswear. Tommy Hilfiger Corporation's brands include Tommy Hilfiger and Karl Lagerfeld. Through a range of strategic licensing agreements, Tommy Hilfiger Corporation also offers a broad array of related apparel, accessories, footwear, fragrance, and home furnishings. Tommy Hilfiger Corporation's products can be found in leading department and specialty stores throughout the United States, Canada, Europe, Mexico, Central and South America, Japan, Hong Kong, Australia and other countries in the Far East, as well as the Tommy Hilfiger Corporation's own network of outlet and specialty stores in the United States, Canada and Europe. Safe Harbor Statement Statements made by the Company and Tommy Hilfiger Corporation that are not historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are indicated by words or phrases such as "anticipate," "estimate," "project," "expect," "believe" and similar words or phrases. Such statements are based on current expectations and are subject to certain risks and uncertainties, many of which are beyond our control including, but not limited to, the overall level of consumer spending on apparel; the financial strength of the retail industry generally and Tommy Hilfiger Corporation's customers, distributors, and licensees in particular; changes in trends in the market segments and geographic areas in which Tommy Hilfiger Corporation competes; the level of demand for Tommy Hilfiger Corporation products; actions by our major customers or existing or new competitors; the effect of Tommy Hilfiger Corporation's strategy to reduce U.S. distribution in order to bring supply and demand into balance; changes in currency and interest rates; changes in applicable tax laws, regulations and treaties; changes in economic or political conditions or trade regulations in the markets where Tommy Hilfiger Corporation sells or sources its products; the effects of any consolidation of Tommy Hilfiger Corporation's facilities and actions to reduce selling, general and administrative expenses; the ability to satisfy closing conditions in connection with Tommy Hilfiger Corporation's merger agreement; the outcome of the class action lawsuits against Tommy Hilfiger Corporation and Tommy Hilfiger Corporation's discussions with the Hong Kong Inland Revenue Department and other tax authorities and the financial statement impact of such matters; as well as other risks and uncertainties set forth in Tommy Hilfiger Corporation's publicly-filed documents, including this press release and Tommy Hilfiger Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 2005. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Tommy Hilfiger Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In connection with the proposed transaction with funds advised by Apax Partners, Tommy Hilfiger Corporation has filed a definitive proxy statement and other relevant documents concerning the proposed Merger with the Securities and Exchange Commission. Its shareholders are urged to read the definitive proxy statement and other relevant documents carefully, because they contain important information. Tommy Hilfiger Corporation's shareholders may obtain, free of charge, a copy of the definitive proxy statement and other documents filed by Tommy Hilfiger Corporation with the Securities and Exchange Commission at the Securities and Exchange Commission's website, http://www.sec.gov/. In addition, documents filed with the Securities and Exchange Commission by Tommy Hilfiger Corporation are available free of charge from Tommy Hilfiger Corporation. Tommy Hilfiger Corporation and its directors and executive officers and certain other of its employees may be soliciting proxies from shareholders of Tommy Hilfiger Corporation in favor of the proposed transaction. Information concerning the participants in the proxy solicitation is included in the definitive proxy statement filed by Tommy Hilfiger Corporation with the Securities and Exchange Commission. CONTACT: Investor Relations: Public Relations: Valerie Martinez Kekst & Company: (212) 549-6780 Ruth Pachman/Wendi Kopsick (212) 521-4891/4867 BONDHOLDERS CONTACT: For the Dealer Manager: For the Information Agent: Citigroup Corporate and Global Bondholder Investment Banking Services Corporation (212) 723-6106 (collect) (212) 430-3774 (collect) (800) 558-3745 (toll-free) (866) 389-1500 (toll-free) DATASOURCE: Tommy Hilfiger U.S.A., Inc. CONTACT: Investor Relations: Valerie Martinez, +1-212-549-6780, or Public Relations: Ruth Pachman +1-212-521-4891, Wendi Kopsick, +1-212-521-4867, both of Kekst & Company; or Bondholders: For the Dealer Manager: Citigroup Corporate and Investment Banking collect: +1-212-723-6106 (collect), or 1-800-558-3745 (toll-free); or For the Information Agent: Global Bondholder Services Corporation, +1-212-430-3774 (collect), or 1-866-389-1500 (toll-free) Web site: http://www.tommy.com/

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