Samsonite Corporation Offer to Purchase
November 07, 2007
NOTICE
Samsonite Corporation
87/8% Senior Subordinated Notes due 2011
(CUSIP Nos. 79604VAM7 and 79604VAK1 )
Offer to Purchase
NOTICE is hereby given by Samsonite Corporation, a Delaware corporation (the “Company”), that it is offering to purchase any and all of the outstanding 87/8% Senior Subordinated Notes due 2011 of the Company (the "Notes") at a Purchase Price equal to 101.000% of the principal amount of the Notes, or $1,010 per $1,000 principal amount of Notes, plus accrued and unpaid interest to but excluding December 12, 2007 (the "Payment Date"). This Offer to Purchase is being made pursuant to Section 4.14 of the Indenture, dated as of June 9, 2004, as amended by the Supplemental Indenture, dated as of December 6, 2006 (the "Indenture"), due to the occurrence of a Change of Control event as described below and as defined in the Indenture, upon the terms and subject to the conditions set forth in its Change of Control Notice and Offer to Purchase, dated November 7, 2007 (the “Offer to Purchase”). Capitalized terms used but not defined in this notice have the meanings given to them in the Indenture.
Pursuant to an Agreement and Plan of Merger, dated as of July 5, 2007, by and among Cameron 1 S.àr.l., a Luxembourg corporation (the "Parent" or “Cameron”) and an entity controlled by CVC Capital Partners Group S.àr.l. ("CVC"), Cameron Acquisitions Corporation, a Delaware corporation (the "Merger Sub") and the Company (the "Merger Agreement"), Merger Sub was merged with and into the Company on October 24, 2007 (the "Merger"), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent. The Merger resulted in a Change of Control under the Indenture.
All Notes tendered will be accepted for payment, and otherwise subject to the terms and conditions set forth in the Indenture. The purchase of tendered Notes will occur as promptly as practicable after the Expiration Date, which will be 23 Business Days from the date the Change of Control Notice and Offer to Purchase was mailed. Any of the Notes not tendered will continue to accrue interest. Unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date. Holders accepting the offer to have their Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes to The Bank of New York Trust Company N.A. as Paying Agent (the “Paying Agent”) at the address specified below prior to the close of business on the Business Day preceding the Change of Control Payment Date. Holders will be entitled to withdraw their acceptance if the Paying Agent receives, not later than the close of business on the third Business Day preceding the Change of Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the title of the Notes delivered for purchase, the principal amount of the Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have such Notes purchased. Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, provided that each Note purchased and each such new Note issued shall be in an original principal amount in denominations of $5,000 and integral multiples of $1,000.
To obtain payment for your Notes, the certificates for such Notes and any other required documents, must be surrendered to the Paying Agent as set forth below. Additionally, holders of Notes may request copies of the Offer to Purchase and other documentation relating to the Offer through The Bank of New York Trust Company N.A.
The Bank of New York Trust Company N.A.
Corporate Trust Operations
101 Barclay Street
New York, N.Y. 10286
Attn: Evangeline Gonzales
The Offer to Purchase will commence on November 7, 2007 and will expire at 5:00 P.M., New York City time, on December 12, 2007 unless extended by the Company in accordance with the provisions of the Indenture.
Samsonite Corporation
November 7, 2007
Notes to Editors
About Samsonite Group
Samsonite is the worldwide leader in superior travel bags, luggage and accessories, combining notable style with the latest design technology and the utmost attention to quality and durability. Utilising top designer expertise from around the globe, Samsonite creates unparalleled products that fulfil the travel and lifestyle needs of the sophisticated traveller. For 97 years, Samsonite has continued to build upon its rich design heritage. Samsonite markets products under the Samsonite, Samsonite Black Label, Samsonite OutLab, Lambertson Truex, American Tourister, Lacoste and Timberland brands. Samsonite. Life's a journey.
For further information
INVESTOR CONTACTS
Sarah Merefield
Director of Investor Relations and Strategic Planning
Tel: +44 208 564 4205
sarah.merefield@samsonite.com
Richard Brett
Global Vice President of Communication
Tel: + 44 20 8564 4243 / +44 7824 305882
richard.brett@samsonite.com
Dick Millard / Cristina Loggia
Gavin Anderson
Tel: + 44 20 7554 1400
dmillard@gavinanderson.co.uk
cloggia@gavinanderson.co.uk

