Samsonite Group S.A. — Capital/Financing Update 2016

Apr 18, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Samsonite®

SAMSONITE INTERNATIONAL S.A.

新秀麗國際有限公司

13-15 Avenue de la Liberté, L-1931 Luxembourg

R.C.S. LUXEMBOURG: B 159.469

(Incorporated in Luxembourg with limited liability)

(Stock code: 1910)

DEBT FINANCING IN RELATION TO

THE ACQUISITION OF TUMI HOLDINGS, INC.

COMPLETION OF SYNDICATION AND ALLOCATION

Samsonite International S.A. (the “Company”) refers to the announcement dated March 4, 2016 (the “Announcement”) in relation to the proposed acquisition by the Company of Tumi Holdings, Inc. (“Tumi”). Unless otherwise specified, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

The Board is pleased to announce that on April 13, 2016 (New York time), the Company completed syndication and allocation of the Senior Credit Facilities with an aggregate principal amount of US$2,425 million, which consist of the Revolving Facility of US$500 million, which is expected to remain undrawn at Closing of the Merger, and the Term Loan Facilities of US$1,925 million. The Term Loan Facilities consist of a US$1,250 million Term Loan A tranche (the “Term Loan A Tranche”) and a US$675 million Term Loan B tranche (the “Term Loan B Tranche”).

The Company intends to use the proceeds from the Term Loan Facilities to pay the Merger Consideration to Tumi Stockholders in the Merger, to repay amounts outstanding at Closing of the Merger under its Existing Credit Agreement and Tumi’s Existing Target Credit Agreement and to pay fees, costs and expenses related to the foregoing transactions and for general corporate purposes.

The Term Loan A Tranche and the revolving loans will accrue interest at an initial interest rate of the London Interbank Offered Rate (“LIBOR”) plus 2.75% per annum (or a base rate plus 1.75% per annum) and will thereafter be subject to step-downs in the interest rate based on reductions in the total net leverage ratio of the Company and its restricted subsidiaries. The Term Loan B Tranche will accrue interest at LIBOR plus 3.25% per annum (or a base rate plus 2.25% per annum). The Term Loan B Tranche will be subject to a LIBOR floor of 0.75%.

The borrowings under the Revolving Facility and the Term Loan A Tranche will mature five years after Closing of the Merger. The borrowings under the Term Loan B Tranche will mature seven years after Closing of the Merger.

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It is expected that the credit agreement for the Senior Credit Facilities will be executed and the Term Loan B Tranche will be funded into escrow on or around May 13, 2016. The Term Loan A Tranche will be funded at Closing of the Merger, which is expected to occur during the second half of 2016.

The Senior Credit Facilities have been arranged by Morgan Stanley Senior Funding, Inc., HSBC Securities (USA) Inc., SunTrust Robinson Humphrey, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd., Barclays Bank PLC, Citizens Bank, N.A., ING Belgium SA/NV, Fifth Third Bank and Bank of China Limited.

Shareholders and potential investors in the Company should note that the consummation of the Merger is subject to the fulfilment of the Conditions, including, among other things, the approval of the Shareholders of the Company and the approval of the Tumi Stockholders, and that the Merger Agreement may be terminated in certain circumstances. Accordingly, there is no assurance that the Merger will be completed. Shareholders and potential investors in the Company should exercise caution when dealing in the Shares.

By Order of the Board
SAMSONITE INTERNATIONAL S.A.
Timothy Charles Parker
Chairman

Hong Kong, April 18, 2016

As of the date of this announcement, the Executive Directors are Ramesh Dungarmal Tainwala and Kyle Francis Gendreau, the Non-Executive Directors are Timothy Charles Parker and Tom Korbas and the Independent Non-Executive Directors are Paul Kenneth Etchells, Keith Hamill, Miguel Kai Kwun Ko, Bruce Hardy McLain (Hardy) and Ying Yeh.

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