American ready-to-wear company PVH, owner of luxury brands Calvin Klein and Tommy Hilfiger, announced Wednesday it was planning to acquire underwear-maker Warnaco in a $2.9 billion transaction.
The acquisition, approved unanimously by the boards of both companies, will bring all of Calvin Klein's apparel lines under one roof and create a new company with $8 billion in sales, the companies said in a joint statement.
Warnaco had licensed the rights to Calvin Klein's underwear line.
"Having direct global control of the two largest apparel categories for Calvin Klein -- jeans and underwear -- will allow us to unlock additional growth potential of this powerful designer brand across all major product categories, geographies and distribution channels," said Emanuel Chirico, CEO of PVH, in the statement.
In addition to Calvin Klein and Tommy Hilfiger, the new company will feature a series of brands, including shirt-maker Arrow and swimsuit-leader Speedo.
PVH is offering $51.75 dollars in cash and 0.1822 of a PVH share for each Warnaco share. That puts the price of Warnaco at $68.43 a share, a premium for shareholders of 34 percent, the groups said.
Current shareholders of Warnaco would end up holding about a 10 percent stake in the new company after the transaction.
Warnaco president and chief executive Helen McCluskey, who will sit on the merged company's board, said the transaction caps off a spectacular turnaround for the company, which since restructuring in 2003 has increased its share price by around 500 percent.
The deal will require a further restructuring of $175 million. But once it comes into effect, it is expected to generate $100 million in savings a year.
The acquisition must still be approved by anti-trust agencies and a majority of Warnaco shareholders.
PVH has commitments from a pool of large banks for a bridge loan of $4.3 billion to complete the acquisition.