Phillips-Van Heusen to acquire apparel brand Warnaco

“PVH has a proven track record of successfully integrating acquisitions. We are confident this transaction will create tremendous value for stockholders, as well as provide enhanced opportunities around the world for both companies’ respective associates, vendors and other business partners,” said Mr. Chirico.

“We plan to align Warnaco’s established operations in Asia and Latin America with our strong operations in North America and Europe to fuel our growth strategies for both Calvin Klein and Tommy Hilfiger. We remain firm in our belief that the strength of our brands, the sound execution of our business strategies, and our strong credit profile will continue to drive long-term growth and improvements in our financial performance and business returns in 2013 and beyond.”

The closing of the transaction is subject to customary conditions, including approval by the holders of a majority of the outstanding shares of Warnaco common stock and approval under applicable antitrust and competition laws.

Commitments for $4.325 billion of financing (consisting of a bridge credit facility and a senior secured credit facility) have been received from Barclays, BofA Merrill Lynch and Citigroup Global Markets Inc. subject to customary conditions. The facility will be used to refinance debt, fund the cash portion of the consideration, pay other transaction related expenses, and provide liquidity for PVH going forward.

Advisors

Peter J. Solomon Company is serving as lead financial advisor to PVH in connection with the acquisition and financing of the transaction and sole advisor to the PVH Board of Directors, and provided a fairness opinion to PVH. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to PVH.

Barclays, BofA Merrill Lynch and Citigroup Global Markets Inc. will arrange and lead the financing for the transaction. Barclays, BofA Merrill Lynch and Citigroup also acted as financial advisors to PVH.

J.P. Morgan is serving as exclusive financial advisor to Warnaco, and provided a fairness opinion to Warnaco. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to Warnaco.

PVH Corp.