Tumi Holdings Sets July 12, 2016 Special Meeting for Vote on Merger Agreement with Samsonite
May 25 2016 - 4:05PM
Business Wire
Stockholders of Record on June 3, 2016 entitled
to vote at Special Meeting
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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version on businesswire.com: http://www.businesswire.com/news/home/20160525006314/en/
Investor Relations:ICR, Inc.Jean Fontana / Joseph Teklits,
203-682-8200jean.fontana@icrinc.comorMedia Relations:ICR,
Inc.Alecia Pulman / Brittany Fraser, 646-277-1231brittany.fraser@icrinc.com
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