(MENAFN Press) NEW YORK - Thursday, November 1st 2012
PVH Corp. (NYSE: PVH) and The Warnaco Group, Inc. (NYSE: WRC) today announced that they have entered into a definitive merger agreement pursuant to which PVH will acquire Warnaco and holders of Warnaco common stock will receive 51.75 in cash and .1822 of a share of PVH common stock for each share of Warnaco common stock. The transaction values Warnaco at approximately 2.9 billion. With over 8 billion in pro forma revenue, PVH will be one of the largest and most profitable global branded lifestyle apparel companies in the world, with a diversified portfolio of iconic brands led by Calvin Klein and Tommy Hilfiger, as well as heritage brands “Van Heusen, IZOD, ARROW, Bass, Speedo, Olga and Warner's.
Based on PVH's last closing stock price, the per share value of the consideration to be received by Warnaco stockholders is 68.43, a 34% premium over the last closing price of Warnaco common stock. The merger, which has been unanimously approved by the Boards of Directors of both companies, is expected to close in early 2013, at which time the former Warnaco stockholders will own approximately 10% of the outstanding common stock of PVH. In addition, Helen McCluskey, Warnaco's President and Chief Executive Officer, is expected to join PVH's Board of Directors. The Warnaco Board of Directors has unanimously recommended that Warnaco stockholders approve the transaction.
PVH anticipates approximately 100 million of annual run rate synergies from the transaction, which will be fully realized over three years. In order to achieve these synergies, PVH expects to incur one-time costs of approximately 175 million over three years. PVH expects the transaction to be 0.35 per share accretive to earnings in the first full year (fiscal 2013, if the deal closes when currently anticipated), excluding one-time integration costs and transaction expenses but including the effect of the potential loss of a license. When the 100 million of expense synergies are fully realized in year 3, PVH would expect the transaction to be accretive to earnings by 1.00 per share, excluding one-time integration costs and including the effect of the potential loss of a license.
"This is a unique opportunity to reunite the 'House of Calvin Klein' and reinforces our strategy to drive the global growth of Calvin Klein," said Emanuel Chirico, Chairman and Chief Executive Officer of PVH. "Having direct global control of the two largest apparel categories for Calvin Klein “ jeans and underwear “ will allow us to unlock additional growth potential of this powerful designer brand across all major product categories, geographies and distribution channels. The Warnaco Calvin Klein businesses will be moved onto our Calvin Klein platform under the leadership of Tom Murry, President & Chief Executive Officer, Calvin Klein, to ensure a single brand vision globally."
Helen McCluskey, President and Chief Executive Officer of Warnaco, said, "This transaction delivers compelling value to our stockholders and significant benefits for the combined company. We are proud of what we have accomplished, driving growth and profitability and increasing our share price by roughly 500% since our restructuring in 2003. Our team has built a strong global infrastructure, expanded our direct-to-consumer footprint and created a solid foundation for long-term growth. We look forward to the opportunities this combination brings to the continued success of Calvin Klein Jeans and Calvin Klein Underwear, the increased potential for our heritage brands, and the future for our associates."
"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.
Third Quarter and Full Year 2012 Guidance
PVH Corp. currently expects its non-GAAP earnings per share for the third quarter and full year 2012 to be at least at the top end of its guidance range previously announced on October 2, 2012.
Warnaco plans to report its third quarter 2012 earnings results on Monday, November 5, 2012. While its reported results of operations are not yet final, Warnaco expects third quarter net revenues of approximately 612 million and expects third quarter earnings per share from continuing operations in line with analyst consensus expectations. Warnaco is also reaffirming its previously announced fiscal 2012 guidance, excluding any one-time costs related to the transaction announced today.
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.
Conference Call and Webcast Details
PVH will provide further details regarding this announcement on a conference call and webcast with the investment community scheduled for Wednesday, October 31, 2012 at 8:30AM Eastern Time. The webcast can be accessed at www.pvh.com via the PVH News Announcement icon. Additional materials related to the transaction are available under the Investors tab at www.pvh.com.
The live webcast of the Company's presentation, as well as the audio replay, which will be available beginning three hours after the conference ends, may be accessed by logging onto www.pvh.com by using the PVH News Announcement icon or going to the Webcasts section under the Investors tab. Materials for this presentation will also be available onwww.pvh.com in the Webcasts section under the Investors tab.