TOM Tommy Hilfiger Corp

NEW YORK, April 28 /PRNewswire-FirstCall/ -- Tommy Hilfiger U.S.A., Inc. (the "Company"), a wholly owned subsidiary of Tommy Hilfiger Corporation (NYSE:TOM), announced today that, in connection with its previously announced tender offer (the "Offer") and consent solicitation for all of its $192,470,000 outstanding principal amount of 6.85% Notes due 2008 (the "2008 Notes") that it had received, as of 5:00 p.m., New York City time, on April 27, 2006 (the "2008 Notes Consent Deadline"), tenders and consents from holders of a majority in principal amount of its outstanding 2008 Notes. As contemplated by the consent solicitation with respect to the 2008 Notes, it is expected that the Company will execute as soon as practicable a supplemental indenture to the indenture governing the 2008 Notes that will, once operative, eliminate the principal restrictive covenants, including those relating to limitations on the Company's liens and indebtedness, as well as certain related events of default contained in the indenture under which the 2008 Notes were issued. Although the supplemental indenture will be executed and therefore become effective as soon as practicable, the modifications and eliminations effected by the amendments will not become operative until the 2008 Notes are accepted for payment pursuant to the Offer (except that the amendment permitting the use of cash by Tommy Hilfiger Corporation or its subsidiaries to pay the aggregate total consideration for all 2008 Notes accepted for payment pursuant to the Offer and all of the Company's 9% Senior Bonds due 2031 (the "2031 Senior Bonds") accepted for payment pursuant to the tender offer for the 2031 Senior Bonds shall become effective at 9 a.m. London (U.K.) time on the date that such notes are accepted for payment). The total consideration for each $1,000 principal amount of 2008 Notes accepted for payment will be determined later this afternoon by reference to a fixed spread of 25 basis points over the yield (as reported by Bloomberg Government Pricing Monitor on "Page PX5" at 2:00 p.m., New York City time, on April 28, 2006) of the 3.25% U.S. Treasury Note due August 15, 2008. As of 5:00 p.m., New York City time, on Thursday, April 27, 2006, the Company had received tenders of 2008 Notes and related consents in the following amounts: Percentage of Principal Outstanding Amount Principal Amount Title of Security CUSIP Number Tendered of Series 6.85% Notes due 430908AB9 $177,046,000 91.99 % 2008 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 Offer and consent solicitation are being made solely on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated April 7, 2006 with respect to the 2008 Notes and the accompanying Letter of Transmittal and Consent, as amended by the Company's press releases issued on April 21, 2006 and April 24, 2006. 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 thereby deliver consents to the proposed amendments and, if so, as to how many 2008 Notes 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 Services Corporation Investment Banking (212) 430-3774 (collect) (212) 723-6106 (collect) (866) 389-1500 (toll-free) (800) 558-3745 (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, or Wendi Kopsick, +1-212-521- 4867, both of Kekst & Company; or BONDHOLDERS: For the Dealer Manager: Citigroup Corporate and Investment Banking, +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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