04.06.2009 07:00:00
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Polo Ralph Lauren Corporation Announces Modified Dutch Auction Tender Offer for up to €100,000,000 of Its 4.50% Notes Due 2013
Polo Ralph Lauren Corporation (NYSE: RL) (the "Company”) today announced that it is commencing a cash tender offer (the "Offer”) to purchase up to €100,000,000 aggregate principal amount of its €300,000,000 4.50% Notes due 2013 (the "Notes”), subject to increase or decrease by the Company (the "Maximum Principal Amount”). The purchase price for the Notes will be determined in accordance with a modified "Dutch auction” on the terms and conditions set forth in an Offer to Purchase dated June 4, 2009 (the "Offer to Purchase”). The Company may modify the Offer and announce a fixed price (the "Fixed Price Option”) at or around 2:00 pm London time on June 18, 2009, unless extended by the Company (the "Early Participation Date” and the "Withdrawal Date”).
With cash, cash equivalents and short-term investments of approximately $820 million at the end of Fiscal 2009, the Company intends to use cash on hand to repurchase the Notes.
To participate in the Offer, a holder of Notes must specify the minimum total consideration (the "Offer Price”) it would be willing to receive. The Offer Price for each €1,000 principal amount of Notes must be in increments of €2.50 and within a range between €900 and €950 per €1,000 principal amount of Notes, inclusive of an early participation payment of €40 per €1,000 principal amount of Notes (the "Early Participation Payment”). Holders tendering on or prior to the Early Participation Date will receive the Early Participation Payment. Holders tendering after the Early Participation Date will not receive the Early Participation Payment.
The total consideration (the "Total Consideration”) for each €1,000 principal amount of Notes validly tendered (and not withdrawn) and accepted for purchase by the Company (subject to proration) will equal the Clearing Price, which will be (i) the lowest single Offer Price such that, for all tenders whose Offer Price is equal to or less than this lowest single Offer Price, the Company will be able to purchase Notes at least equal to the Maximum Principal Amount; or (ii) in the event Notes tendered would result in the Company purchasing Notes in an amount that is less than the Maximum Principal Amount, the highest Offer Price with respect to any Note validly tendered (and not withdrawn); however, in this case, the Company may cancel the Offer or reduce the Maximum Principal Amount.
If the Company exercises the Fixed Price Option, it will select the Total Consideration per €1,000 principal amount of Notes that are accepted for purchase. The Total Consideration payable will not be lower than the minimum price. The Company will pay either the Total Consideration or, in respect of tenders or re-tenders after such exercise, the Company will deduct the Early Participation Payment from Total Consideration. If the Fixed Price Option is exercised, holders who have tendered Notes, prior to exercise, on a non-competitive basis or at an Offer Price at or below the Total Consideration will have their Notes accepted (on a pro rata basis, if necessary, as described in the Offer to Purchase). Holders who have tendered Notes, prior to exercise, at an Offer Price above the Total Consideration will have tenders automatically withdrawn (a "Permitted Withdrawal”) and may re-tender Notes at the Total Consideration. Following a Permitted Withdrawal, holders who do not re-tender will not have their Notes accepted in the Offer.
If the aggregate principal amount of Notes that are validly tendered (and not withdrawn) exceeds the Maximum Principal Amount, then the Company will accept Notes for payment on a pro rata basis as described in the Offer to Purchase.
The Offer is scheduled to expire at 2:00 p.m., London time, on July 2, 2009, unless extended by the Company (the "Expiration Date”). Other than Permitted Withdrawals, tendered Notes may be withdrawn at any time prior to 2:00pm London time on the Withdrawal Date. Holders who tender their Notes after the Withdrawal Date may not withdraw tendered Notes. The Company will pay accrued and unpaid interest on Notes tendered and accepted for payment from the last interest payment date up to, but excluding, the Settlement Date. The Settlement Date is expected to be July 7, 2009.
Subject to applicable law, the Company may extend, re-open, amend, and/or terminate the Offer at any time prior to its acceptance of tendered Notes. Exercise of the Fixed Price Option will constitute an amendment of the Offer.
Additional Information
Deutsche Bank AG, London Branch is the dealer manager for the Offer, and Lucid Issuer Services Limited is the tender agent. Requests for information relating to the Offer should be directed to Deutsche Bank AG, London Branch (+44 20 7545 8011) and relating to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to Lucid Issuer Services Limited (+44 20 7704 0880).
This release is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any Notes, and tenders of Notes in the Offer will not be accepted from holders of Notes in any jurisdiction in which such offer or solicitation is unlawful. The Offer is being made solely pursuant to the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, Blue Sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or Blue Sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
The Offer is not being made, directly or indirectly, to the public in the Republic of Italy, the Republic of France, Belgium or the United Kingdom (other than to investment professionals in the United Kingdom or qualified investors in Belgium or France). Accordingly, holders of Notes are notified that, to the extent such holders are located or resident in any of these nations (other than investment professionals in the United Kingdom or qualified investors in Belgium or France), the Offer is not available to them and they may not tender Notes in the Offer and, as such, any tender instructions received from or on behalf of such persons shall be ineffective and void.
About Polo Ralph Lauren
Polo Ralph Lauren Corporation is a leader in the design, marketing and distribution of premium lifestyle products in four categories: apparel, home, accessories and fragrances. For more than 40 years, Polo’s reputation and distinctive image have been consistently developed across an expanding number of products, brands and international markets. The Company’s brand names, which include Polo by Ralph Lauren, Ralph Lauren Purple Label, Ralph Lauren Collection, Black Label, Blue Label, Lauren by Ralph Lauren, RRL, RLX, Rugby, Ralph Lauren Childrenswear, American Living, Chaps and Club Monaco, constitute one of the world’s most widely recognized families of consumer brands. For more information, go to http://investor.ralphlauren.com.
This press release contains certain "forward-looking statements.” Forward-looking statements are based on current expectations and are indicated by words or phrases such as "anticipate”, "estimate”, "expect”, "project”, "we believe”, "is or remains optimistic”, "currently envisions” and similar words or phrases and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from the future results, performance or achievements expressed in or implied by such forward-looking statements. These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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