- Tender Offer for 6.85% Notes Due 2008 Expires NEW YORK, May 10 /PRNewswire-FirstCall/ -- Tommy Hilfiger U.S.A., Inc. (the "Company"), a wholly owned subsidiary of Tommy Hilfiger Corporation (NYSE: TOM), announced today several actions relating to its previously announced tender offers and consent solicitations for its outstanding 6.85% Notes due 2008 (the "2008 Notes") and the 9% Senior Bonds due 2031 (the "2031 Senior Bonds"). These actions will satisfy the condition relating to the Company's debt in connection with the merger of Tommy Hilfiger Corporation with an affiliate of funds advised by Apax Partners, a leading global private equity firm (the "Merger"), which is expected to be completed later today, First, the Company's cash tender offer and consent solicitation (the "2008 Notes Offer") for the 2008 Notes expired at 5:00 p.m., New York City time, on May 9, 2006 (the "Expiration Time"). As previously announced on April 27, 2006, the Company received tenders and consents from a majority in principal amount of its 2008 Notes in connection with the 2008 Notes Offer. A supplemental indenture to the indenture governing the 2008 Notes was executed on May 1, 2006. The Company currently expects to make prompt payment for 2008 Notes validly tendered prior to the Expiration Time and not properly withdrawn at or prior to 5:00 p.m., New York City time, on April 20, 2006. Consummation of the 2008 Notes Offer is subject to certain conditions, including, but not limited to, the satisfaction of all conditions to the completion of the Merger. Second, the Company has extended the Consent Deadline and Expiration Time (as such terms are defined in the Offer to Purchase and Consent Solicitation Statement, dated April 7, 2006, as amended by the Company's press releases issued on April 21, 2006 and May 8, 2006 (the "2031 Senior Bonds Statement")) with respect to the tender offer and consent solicitation for the 2031 Senior Bonds (the "2031 Senior Bonds Offer"). The new Consent Deadline and Expiration Time are each 5:00 p.m., New York City time, on Thursday, May 18, 2006, unless otherwise extended or terminated by the Company. The withdrawal deadline for the 2031 Senior Bonds Offer 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. The Company further announced that it intends to effect later today a covenant defeasance of all of its outstanding 2031 Senior Bonds under Section 1010 of the indenture relating to the 2031 Senior Bonds (the "Indenture"). Pursuant to the covenant defeasance, the Company will deposit U.S. government obligations and cash in an irrevocable trust with the Wilmington Trust Company, as trustee, in an amount sufficient to provide for the redemption of the 2031 Senior Notes on December 4, 2006, according to their terms at 100% of their principal amount, plus accrued and unpaid interest up to but not including the date of redemption. When effective, the covenant defeasance will remove certain of the restrictive covenants in the Indenture, including those relating to the limitations on the Company's liens and indebtedness. In connection with the covenant defeasance, the Company has authorized the redemption on December 4, 2006 of all 2031 Senior Bonds not purchased in the 2031 Senior Bonds Offer. As of the Expiration Time, the Company had received tenders in the following amounts: Percentage of Principal Amount Outstanding Title of Security CUSIP Number Tendered Principal Amount 6.85% Notes due 2008 430908AB9 $178,058,000 92.51% 9% Senior Bonds due 430908202 $71,254,100 47.50% 2031 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 2031 Senior Bonds Offer is being made solely on the terms and subject to the conditions set forth in the 2031 Senior Bonds Statement. 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 2031 Senior Bonds Offer. Each holder must make his or her own decision as to whether to tender 2031 Senior Bonds and thereby deliver consents to the proposed amendments and, if so, as to how many 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 2031 Senior Bonds Offer 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. 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 Investment Banking 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/Wendi Kopsick, both of Kekst & Company, +1-212-521-4891/4867; or For the Dealer Manager: Citigroup Corporate and Investment Banking, +1-212-723-6106 (collect), 1-800-558-3745 (toll-free); or For the Information Agent: Global Bondholder Services Corporation, +1-212-430-3774 (collect), +1-866-389-1500 (toll-free) Web site: http://www.tommy.com/

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