Randa Announces Offer to Acquire Perry Ellis International, Inc.

We believe that this all-cash proposal is compelling for your shareholders as it would deliver immediate, certain value to them that is superior to the value of the Insider Transaction. Additionally, an acquisition by Randa, an unaffiliated third-party, would not result in the distraction, added cost and complexity associated with the likely extended SEC review and shareholder litigation posed by the Insider Transaction.  Moreover, we are highly confident the Company's licensors would welcome Randa as their licensee given its strong balance sheet, highly profitable operations and extensive experience in maximizing brand value. 

As you may know, Randa's business spans five continents, with a portfolio of more than 50 brands.  Randa's products are made for the belts and furnishings, wallets and seasonal accessories, neckwear and jewelry, footwear, and luggage and travel markets.  Randa owns numerous brands, including Countess Mara, Wembley, Travel Gear and Trafalgar, and licenses many global brands, including Levi's, Dickies, Tommy Hilfiger, Chaps, Columbia Sportswear and Timberland.  Randa is keenly interested in growing its portfolio of owned and licensed brands—ideally, by acquiring and licensing brands with global appeal.  In Perry Ellis, Original Penguin, and others within the Company's portfolio, Randa sees brands with such potential.

Randa has the resources and expertise to consummate the proposed transaction quickly, with limited disruption to the business of the Company.  Further, Randa has significant experience in closing complex transactions, having completed numerous acquisitions over the past 20 years, including that of a publicly-traded company. 

Our offer is conditioned upon entering into a mutually acceptable definitive agreement and being afforded an opportunity to meet with the Company's inbound licensors to share the strategic value of the combined company, as well as the satisfactory completion of customary confirmatory due diligence, each of which we believe can be satisfied quickly and efficiently.

By separate cover, we have provided you with a draft of a merger agreement in a form we would be prepared to execute, as well as bank commitment papers executed by our lenders, which, together with our cash on-hand, is sufficient to pay the proposed merger consideration and all expected transaction fees.

We have retained Willkie Farr & Gallagher LLP and Threadstone L.P. as our legal counsel and financial advisor, respectively, and we and our advisors are ready and willing to meet with you at your earliest convenience to discuss our compelling proposal and consummate a transaction.  Our preference is to work with you to negotiate a mutually acceptable transaction and avoid unnecessary costs.  We look forward to hearing from you.

This letter does not constitute or create any legally binding or enforceable obligations on the part of Randa.  Neither shall such obligations be created by parol evidence, oral understandings, "handshakes," or courses of conduct (regardless of reliance or change in position).  Such obligations shall be created solely by the execution and delivery of a definitive agreement.

Very truly yours,
RANDA ACCESSORIES LEATHER GOODS LLC  

Jeffrey O. Spiegel,
Chief Executive Officer

Threadstone Partners LP is serving as financial advisor to Randa and Willkie Farr & Gallagher LLP is serving as legal advisor.

ABOUT RANDA

Randa: Leading with Accessories
Randa produces men's belts, small leather goods, neckwear, luggage, casual bags, jewelry, and seasonal accessories including footwear, hats, gloves, and gifts, bringing these to market through all channels of distribution, worldwide. More than the world's largest men's accessories company, Randa uses its scale and expertise to create and expand powerful brands, exceptional products and extraordinary shopping experiences. For more information: www.randa.net.

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SOURCE Randa Accessories