OREANDA-NEWS. May 26, 2016.
Tumi Holdings, Inc. (NYSE:TUMI), the leading global brand of premium
travel, business and lifestyle products and accessories, today announced
that it has established a record date of
June 3, 2016, and a meeting
date of
July 12, 2016, for a special meeting of its stockholders to,
among other things, consider and vote on a proposal to approve the
previously announced Agreement and Plan of Merger with
Samsonite
International S.A. ("
Samsonite") (SEHK: 1910) and
PTL Acquisition Inc.,
an indirect wholly owned subsidiary of
Samsonite, under which
Samsonite
will acquire
Tumi for
\\$26.75 per share in an all cash transaction. The
Board of Directors of
Tumi recommends that stockholders vote in favor of
the merger with
Samsonite.
Tumi stockholders as of the close of business on the record date for the
special meeting will be entitled to receive notice of, and to vote at,
the special meeting.
Tumi continues to expect the transaction to close in the second half of
2016, subject to the receipt of approvals by Samsonite and Tumi
shareholders, and the satisfaction of other customary closing conditions.
About Tumi
Tumi is the leading global brand of premium travel, business and
lifestyle products and accessories. The brand is sold in approximately
2,100 points of distribution from New York to Paris to London and Tokyo,
as well as in the world’s top department, specialty and travel retail
stores in over 75 countries. For more information, please visit www.tumi.com.
Forward-Looking Statements
Certain statements included in this communication are not historical
facts but are forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally are accompanied by words such as
“may”, “should”, “would”, “plan”, “intend”, “anticipate”, “believe”,
“estimate”, “predict”, “potential”, “seem”, “seek”, “continue”,
“future”, “will”, “expect”, “outlook” or other similar words, phrases or
expressions. These forward-looking statements include statements
regarding the proposed transaction between Tumi Holdings, Inc. (“Tumi”)
and Samsonite International S.A. (“Samsonite”). These statements are
based on the current expectations of Tumi management and are not
predictions of actual performance. These statements are subject to a
number of risks and uncertainties regarding Tumi’s and Samsonite’s
respective businesses and the transaction, and actual results may differ
materially. These risks and uncertainties include, but are not limited
to, changes in the business environment in which Tumi and Samsonite
operate, including inflation and interest rates, and general financial,
economic, regulatory and political conditions affecting the industry in
which Tumi and Samsonite operate; changes in taxes, governmental laws,
and regulations; competitive product and pricing activity; difficulties
of managing growth profitably; the loss of one or more members of Tumi’s
or Samsonite’s management team; the inability of the parties to
successfully or timely consummate the proposed transaction, including
the risk that the expected benefits of the transaction or that the
approval of the stockholders of Tumi and/or the shareholders of
Samsonite for the transaction is not obtained; those discussed in Tumi’s
Annual Report on Form 10-K for the year ended December 31, 2015 under
the heading “Risk Factors,” as updated from time to time by Tumi’s
Quarterly Reports on Form 10-Q and other documents of Tumi on file with
the Securities and Exchange Commission (“SEC”) or in the proxy statement
on Schedule 14A that will be filed with the SEC by Tumi. There may be
additional risks that Tumi does not presently know or that Tumi
currently believes are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In
addition, forward-looking statements provide Tumi’s expectations, plans
or forecasts of future events and views as of the date of this
communication. Tumi anticipates that subsequent events and developments
will cause Tumi’s assessment to change. However, while Tumi may elect to
update these forward-looking statements at some point in the future,
Tumi specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing
Tumi’s assessments as of any date subsequent to the date of this
communication.
Additional Information
This communication is not a solicitation of a proxy from any
stockholder of Tumi. In connection with the proposed transaction, Tumi
will mail a definitive proxy statement to its stockholders, a
preliminary version of which has been filed with the SEC on Schedule
14A. INVESTORS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. You will be
able to obtain the proxy statement, as well as other filings containing
information about Tumi free of charge, at the website maintained by the
SEC at www.sec.gov.
and at Tumi's website at www.tumi.com/s/investor-relations.
In addition, the proxy statement and other documents filed by Tumi with
the SEC (when available) may be obtained from Tumi, free of charge, by
directing a request to parker.schram@icrinc.com.
The directors and executive officers of Tumi and other persons may be
deemed to be participants in the solicitation of proxies in respect of
the proposed transaction. Information regarding Tumi’s directors and
executive officers is available in its Amendment No. 1 to Annual Report
on Form 10-K/A, which was filed with the SEC on April 28, 2016. These
documents can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy
solicitation and their respective interests will be included in the
proxy statement and other relevant materials to be filed with the SEC
when they become available.
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