The tender offers and consent solicitations with respect to each series of notes are subject to the satisfaction of certain conditions, including (i) the minimum tender condition, which requires that notes representing not less than a majority in aggregate principal amount of notes outstanding be validly tendered and not validly withdrawn; (ii) the acquisition condition, which requires that all conditions precedent to the previously announced acquisition of Tommy Hilfiger B.V. by PVH be satisfied and the proceeds of the financing for the acquisition be received by PVH; and (iii) the supplemental indenture condition, which requires that the supplemental indentures implementing the proposed amendments must have been executed. Although the conditions to the tender offers and consent solicitations include the acquisition condition, consummation of the tender offers and consent solicitations is not a condition precedent to the acquisition of Tommy Hilfiger B.V. The principal purpose of the tender offers and the consent solicitations is to acquire all outstanding notes and to eliminate substantially all of the restrictive covenants and certain events of default in the indentures.
This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to the Notes nor is this announcement an offer or solicitation of an offer to sell the new notes. The tender offers are made solely by means of the Offer to Purchase and Consent Solicitation Statement, dated April 7, 2010, and related Letter of Transmittal and Consent.
Phillips-Van Heusen Corporation
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