PVH Will Buy Warnaco As Global Brand Fashion Lifestyle Clothing Company

Warnaco's trading volume was $2 billion 900 million - a premium of 34% over the stock's closing price on Friday.

Take all the "Calvin Klein" brand completely and ensure a single brand vision.

PVH's business will spread to every major consumer market in the world.

Driven by the two brands of "Calvin Klein" and "Tommy Hilfiger", this acquisition will be promoted.

Long term growth and profitability

The first year of the paction will increase its earnings per share by 35 cents (excluding one-time integration costs and paction costs).

- (business information) --PVH Corp. (NYSE: PVH) and The Warnaco Group, Inc. (NYSE: WRC) today announced that the two have reached a final merger agreement, and the acquisition will be based on PVH.

Under the agreement, PVH will pay 51.75 US dollars of cash and 0.1822 shares of PVH common stock for Warnaco shares per share.

Warnaco's deal is worth about $2 billion 900 million.

After the merger, PVH's revenue is expected to exceed $8 billion, and will become one of the largest and most profitable global fashion lifestyle apparel companies in the world. It will have a variety of landmark brands, led by Calvin Klein and Tommy Hilfiger, as well as Van Heusen, IZOD, ARROW, Bass, Speedo, Speedo, and so on.

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Based on the closing price of PVH last Friday, the Warnaco purchase price was $68.43 per share, a premium of 34% over the Friday closing price of the stock.

The merger has been unanimously approved by the board of directors and is expected to be completed in early 2013.

After the paction is completed, Warnaco shareholders will have approximately 10% of the issued common shares of the merged company.

In addition, Warnaco's current president and chief executive officer, Helen McCluskey, is expected to join the PVH board.

The board of directors of Warnaco has unanimously recommended that Warnaco shareholders approve the paction.

PVH expects that the paction will generate an annual operating rate synergy of about $100 million and will be fully realized in three years.

In order to achieve these synergies, PVH expects to generate about $175 million in one-time expenditure over the next three years.

PVH said that excluding one-time integration costs and paction costs, including the impact of potential revocation licenses, it is expected that the first full year of the paction (2013 fiscal year, if the paction can be completed according to the current expectations) will increase its earnings per share by 35 cents.

When fully realized the synergy effect of $100 million in fiscal year third, PVH expects the paction to increase its earnings per share by $1, excluding one-time integration costs, including the potential revocation of licences.

Emanuel, chairman and chief executive of PVH, said: "this is a unique opportunity to reunite the major Calvin Klein brands and consolidate our strategy of promoting Calvin Klein's global growth." Chirico

We will let this powerful designer brand release more growth potential in all major product categories, regions and distribution channels after the world directly controls the two largest clothing categories of Calvin Klein brand jeans and underwear.

Warnaco's Calvin Klein business will be pferred to our Calvin Klein platform, and will be led by Tom Klein, President and CEO of Calvin Klein, to ensure the realization of a global single brand vision.

Helen McCluskey, President and chief executive of Warnaco, said: "this paction has brought noticeable value to our shareholders, and has also brought significant benefits to the merged company.

We are proud of what we have achieved in the past. We have been promoting the company's development and significantly improving our company's profitability. And since its reorganization in 2003, the company's share price has risen by about 500%.

Our team has not only established a strong global infrastructure, but also effectively expanded the direct selling channel, which has established a solid foundation for the long-term development of the company.

We expect the merger to bring more success to Calvin Klein jeans and Calvin Klein underwear, add new potential to our traditional brands, and expect the merger to create a better future for our affiliates. "

Mr. Chirico said: "in integrating mergers and acquisitions, PVH has a successful historical experience.

We believe that this paction will create great value for all shareholders and will provide more opportunities for the two companies' respective affiliates, suppliers and other business partners all over the world.

We plan to integrate Warnaco's existing Asian and Latin American businesses with our strong business in North America and Europe to further promote the growth strategy of the two brands of Calvin Klein and Tommy Hilfiger.

We have always firmly believed that our brand strength, effective implementation of our business strategy and good credit record will continue to drive the long-term growth and improvement of our company's financial performance and business income in 2013 and beyond.

The paction is mainly based on customary closing conditions, including the approval of shareholders who hold most of the issued shares of Warnaco common stock and the applicable antitrust law and competition law.

In addition, the company received $4 billion 325 million financing commitments from three institutions, including Barclays, BofA Merrill Lynch and Citigroup Global Market Inc Global Markets Inc., including a bridge loan and a senior secured loan.

These loans will be used for debt refinancing, capital support for cash contributions, payment of other related paction costs, and liquidity support for the development of PVH.

Third quarter and 2012 full year guidance

PVH Corp. currently estimates that earnings per share in the third quarter and 2012 will reach at least the upper limit of earnings per share announced in October 2, 2012 according to non GAAP.

Warnaco plans to release its third quarter 2012 earnings report on Monday, November 5, 2012.

Although its operating performance has not yet been finalized, Warnaco expects net revenue in the third quarter to reach about $612 million. Meanwhile, earnings per share in the third quarter will continue to be consistent with analysts' expectations.

Warnaco is also reconfirming its previously announced revenue guidance for fiscal year 2012, and the new guidance will not include any one-time charges related to the pactions announced today.

Consultant

Peter J. Solomon Company has been the chief financial adviser of PVH in the acquisition and financing of the paction. It is also the exclusive adviser to the PVH board and has provided a fair opinion for PVH.

Wachtell, Lipton, Rosen & Katz are the legal advisers of PVH.

Barclays Bank, Bank of America Merrill Lynch and Citigroup Global Market Inc will take the lead in arranging the financing of the paction.

Barclays Bank, Bank of America Merrill Lynch and Citigroup also acted as financial advisers to PVH.

Morgan J.P., as the sole financial adviser to Warnaco, has provided fair opinions for Morgan.

Skadden, Arps, Slate, Meagher & Flom LLP act as the legal adviser of Warnaco.

Teleconference and webcast details

PVH is scheduled to hold a conference call and webcast with the investment community at 8:30 a.m. Eastern time on Wednesday, October 31, 2012 to provide more details of this announcement.

You can log on to www.pvh.com to click the PVH news bulletin icon to watch live webcast, or dial 888-205-6743 in the us to tune in. Outside the United States, you can dial 913-312-0413 (charge) and the phone password is 1476035.

You can also log on to www.pvh.com to click on investor labels to get other materials related to pactions.

After the meeting is over three hours, we will provide real-time webcast and audio playback for PVH's presentation. You can log on to www.pvh.com and click the PVH news bulletin icon or enter the webcast section below the investor label to view and listen.

The material of this presentation will also be released in the webcasting section below the investor label.

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About PVH Corp.

PVH Corp. is one of the largest clothing companies in the world. It owns and sells Calvin Klein and Tommy Hilfiger brand products worldwide.

The company is the largest shirt and necktie company in the world. It sells all kinds of private brands (including Van Heusen, Calvin Klein, Tommy Hilfiger, IZOD, ARROW, Bass and G.H. Bass / Bass) and licensed brands (including brand, brand, brand, brand, product, etc.

About Warnaco Group, Inc.

The Warnaco Group, Inc. is a leading global clothing company, its headquarters in New York, mainly engaged in the design, procurement and marketing business, and sells men, women and children sportswear, accessories, underwear and swimwear.

The company's own and licensed brands include Calvin Klein, Speedo, Chaps, Warner, s and Olga.

For more information, please visit www.warnaco.com

Forward looking statements

This press release contains forward-looking statements and information about our company's current and future development prospects and our business and financial performance. These forward-looking statements and information are based on the information we have at hand.

The actual operating results and financial performance in the future may differ significantly from those expected in these statements.

Forward looking statements include assumptions about our operations, such as cost control and market conditions, and the proposed merger plan, including its benefits, consequences, effects and timing.

Failure to obtain regulatory approval or merger required regulatory approval is not subject to the constraints of unanticipated conditions; failure to meet the risk of other merger completion conditions; potential adverse reactions or changes in business relations resulting from the announcement or completion of the merger; uncertainty in the timing of the merger; a competitive response to the proposed merger plan; associated costs and difficulties associated with the integration of Warnaco's operations and operations with PVH's operations and operations; failure to obtain or delay the cost savings and synergies arising from the merger; unanticipated costs, expenses or expenses arising from the merger; litigation related to mergers and acquisitions; failure to retain key personnel; and any changes in the overall economic situation and / or specific circumstances of the industry. Risks and uncertainties related to the proposed merger include: Warnaco shareholders do not approve the risk of merger;

Other factors that may cause future results or events to differ from our expectations are: 10-K in the PVH annual report (financial year as at January 29, 2012), 10-K in the Warnaco annual report (fiscal year ended December 31, 2011), 10-Q in the Warnaco quarterly report (the two quarter ended June 30, 2012) and risks discussed in 1A's "risk factor" in other reports submitted by PVH and Warnaco to the securities and Exchange Commission (SEC).

Please read our "risk factors" and other cautionary statements contained in these documents.

We will not undertake any obligation to update or revise any forward-looking statements whether new information, specific events or other circumstances will happen in the future.

As a result of these risks and other circumstances, the actual results may differ materially from those anticipated in this press release, and our financial and operational performance may also be materially adversely affected.

Other information and information search service

In connection with the proposed merger and acquisition discussed in this press release, PVH will submit a registration statement to the securities and Exchange Commission in the table S-4, which will include a Warnaco proxy statement and a PVH prospectus, as well as other relevant documents related to the preparation of the paction.

Warnaco shareholders would like to read the registration statement and proxy statement / prospectus for the acquisition, other relevant documents submitted to the securities and Exchange Commission, and any amendments or supplements to these documents, which will contain important information.

A proxy statement / prospectus and other documents containing information about PVH and Warnaco can be obtained free of charge at the SEC's website.

You can also obtain these documents free of charge from PVH through the "investor" column, or obtain these documents free of charge from Warnaco through the investor relations column.

PVH and Warnaco and certain directors and senior managers can be regarded as participants in the proxy solicitation for Warnaco shareholders.

The relevant information of directors and senior management of PVH and their ownership of PVH common stock are contained in the proxy statement for the annual general meeting of PVH2012, which was submitted to the securities and Exchange Commission in May 10, 2012 in schedule 14A.

The relevant information of directors and senior management of Warnaco and their ownership of Warnaco common stock are contained in the proxy statement for the annual general meeting of Warnaco2012, which was submitted to the securities and Exchange Commission in April 11, 2012 in schedule 14A.

You can read the proxy statement / prospectus for consolidation to get more interest information from all participants and other people who can be regarded as trading participants.

Such information communication will not constitute an offer to sell any securities or offer invitation for purchase or sale of any securities; at the same time, no securities are to be sold in any jurisdiction. It is illegal to invite, offer or sell such an offer before any registration or qualification in accordance with the securities law in any jurisdiction.

In addition to issuing securities in the form of prospectus in accordance with the tenth provision of the Securities Act 1933, no securities shall be issued in any way.