PVH CORP. (NYSE:PVH) Files An 8-K Regulation FD Disclosure
Item 7.01Regulation FD Disclosure.
On February 20, 2019, PVH Corp. (“PVH”) issued a press release to announce that a newly formed wholly owned subsidiary had entered into a definitive agreement to acquire the approximately 78% interest in Gazal Corporation Limited (“Gazal”) that PVH does not already own. Gazal, which is listed on the Australian Stock Exchange, is a leading apparel supplier and retailer in Australasia. A copy of this press release is attached as Exhibit 99.1 to this report.
PVH and Gazal jointly own and manage a joint venture, PVH Brands Australia Pty Limited (“PVH Brands Australia”), which will come under PVH’s full ownership if the acquisition of Gazal is completed. PVH Brands Australia licenses and operates businesses under PVH’s CALVIN KLEIN, TOMMY HILFIGER and Van Heusen brands, as well as other licensed and Gazal-owned brand names, such as Pierre Cardin, Bracks and Nancy Ganz. The closing is subject to customary conditions, including shareholder, court and regulatory approvals, and is expected to occur in the second quarter of 2019.
The transaction is expected to result in a material increase to PVH’s 2019 earnings per share on a GAAP basis, as PVH expects to record a noncash gain to write-up its equity investments in Gazal and PVH Brands Australia to fair value. Excluding this noncash gain, the transaction is expected to be slightly accretive to PVH’s 2019 earnings on a non-GAAP basis.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.Description of Exhibit
99.1Press Release, issued by PVH Corp. on February 20, 2019.
PVH CORP. /DE/ Exhibit
EX-99.1 2 prannouncinggazal22019.htm EXHIBIT 99.1 PRESS RELEASE ANNOUNCING GAZAL ACQUISITION 2.20.19 EXHIBIT 99.1 PVH CORP. 200 MADISON AVENUE NEW YORK,…
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About PVH CORP. (NYSE:PVH)
PVH Corp. is an apparel company. The Company’s segments include Calvin Klein North America; Calvin Klein International; Tommy Hilfiger North America; Tommy Hilfiger International; Heritage Brands Wholesale, and Heritage Brands Retail. The Company’s brand portfolio consists of various brand names, including Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, ARROW, Warner’s, Olga and Eagle, which are owned, and Speedo, Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, Sean John, MICHAEL Michael Kors, Michael Kors Collection and Chaps, which are licensed, as well as various other licensed and private label brands. The Company designs and markets dress shirts, neckwear, sportswear, jeanswear, intimate apparel, swim products and handbags, footwear and other related products, and licenses its owned brands over a range of products. The Company sells its brands at multiple price points and across multiple channels of distribution and geographies.