UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 2014

SIGNET JEWELERS LIMITED
(Exact name of registrant as specified in its charter)

Commission File Number: 1-32349

Bermuda	 	Not Applicable	
(State or other jurisdiction	 	(IRS Employer	
of incorporation)	 	Identification No.)	
Clarendon House
2 Church Street
Hamilton
HM11
Bermuda
(Address of principal executive offices, including zip code)
(441) 296 5872
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 8.01 Other Events
On February 19, 2014, Signet Jewelers Limited, a Bermuda corporation (“Signet”), and Zale Corporation, a Delaware corporation (“Zale”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 19, 2014 (the “Merger Agreement”), among Signet, Carat Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and an indirect wholly owned subsidiary of Signet. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
On February 19, 2014, Signet made available a presentation related to the Merger. A copy of the presentation is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Zale plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the proposed transaction. The Proxy Statement will contain important information about Signet, Zale, the proposed transaction and related matters. Additionally, Signet and Zale will file other relevant materials in connection with the proposed transaction pursuant to the terms the Merger Agreement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATON ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Zale through the web site maintained by the SEC at www.sec.gov or by phone, email or written request by contacting Zale at the following: Zale Investor Relations, 901 W. Walnut Hill Lane, Irving, TX 75038-1003, or by phone 972-580-4391, or by email ir@zalecorp.com.
PARTICIPANTS IN THE SOLICITATION
Signet, Zale and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Zale in favor of the proposed transaction. Information about Signet’s directors and executive officers is set forth in Signet’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2013, and its Form 8-Ks filed with the SEC on July 9, 2013 and July 11, 2013. Information about Zale’s directors and executive officers is set forth in Zale’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on October 2, 2013, and its Annual Report on Form 10-K for the fiscal year ended July 31, 2013, which was filed with the SEC on September 27, 2013. Information concerning the interests of Zale’s participants in the solicitation, which may, in some cases, be different than those of Zale’s stockholders generally, is set forth in the materials filed by Zale with the SEC, and will be set forth in the Proxy Statement relating to the proposed transaction when it becomes available.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this Current Report on Form 8-K regarding the proposed transaction, the expected timetable for completing the proposed transaction, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed transaction, future opportunities for the combined company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the board or management of Signet or Zale constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such
 
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forward-looking statements, including: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory approval without conditions, the ability to obtain stockholder approval, and the satisfaction of the other conditions to the consummation of the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors, and any related impact on integration and anticipated synergies; and the other factors and financial, operational and legal risks or uncertainties described in Signet’s and Zale’s Annual Reports on Form 10-K for the years ended February 2, 2013 and July 31, 2013, respectively. Signet and Zale disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.
In addition, please refer to the documents that Signet and Zale, respectively, file with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Signet’s and Zale’s respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this document.
 
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits

99.1	  	Joint Press Release of Signet Jewelers Limited and Zale Corporation, dated February 19, 2014.	
		
99.2	  	February 19, 2014 Presentation.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 	SIGNET JEWELERS LIMITED	
				
Date: February 19, 2014	 		 		 		
				
	 	By:	 		 	/s/ Mark A. Jenkins	
	 	Name:	 		 	Mark A. Jenkins	
	 	Title:	 		 	Signet Company Secretary &
Chief Legal Officer	
 
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EXHIBIT INDEX

99.1	  	Joint Press Release of Signet Jewelers Limited and Zale Corporation, dated February 19, 2014.	
		
99.2	  	February 19, 2014 Presentation.	
 
6

Exhibit 99.1
SIGNET JEWELERS LIMITED AND ZALE CORPORATION ANNOUNCE DEFINITIVE
AGREEMENT FOR SIGNET TO ACQUIRE ZALE CORPORATION
Transaction brings together two of today’s leading jewelry retailers with six of the most recognizable brands across three countries
Combined sales of $6.2 billion and enhanced operating capabilities expected to generate approximately $100 million in annual synergies within three fiscal years
Customers to benefit from expanded offering of innovative products and services across omni-channel presence, providing convenience and choice
Strong combined financial profile expected to achieve investment grade rating
HAMILTON, Bermuda, and DALLAS, Texas, February 19, 2014 – Signet Jewelers Limited (“Signet”, NYSE and LSE: SIG), the largest specialty retail jeweler in the US and the UK, and Zale Corporation (“Zale”, NYSE: ZLC), a leading specialty retailer of fine jewelry in North America, today announced that they have entered into a definitive agreement for Signet to acquire all of the issued and outstanding stock of Zale for $21.00 per share in cash consideration.
“This transformational acquisition further diversifies our businesses and extends our international footprint, opening the door to greater growth and innovation across the enterprise,” stated Mike Barnes, Signet’s Chief Executive Officer. “The addition of Zale to the Signet family is consistent with our long-term growth strategy and leverages our combined operating expertise to create better choices for our customers, new opportunities for our employees, and makes us a more attractive partner to our vendors. In addition, it allows us to better optimize our balance sheet, creating long-term value for our shareholders. We are excited about the prospects for the combined company and the many opportunities that this creates for our future. I am happy to say it is our intention that Zale will continue to run under current leader CEO, Theo Killion, who would report directly to me after the transaction closes.”
The acquisition strengthens Signet’s omni-channel presence with some of the most recognizable jewelry store brands in the world, each operating as stand-alone brands including: Kay Jewelers, Jared The Galleria Of Jewelry, H.Samuel, Ernest Jones, Zales, and Peoples.
“Having successfully completed our multi-year turnaround program to return to profitability, Signet’s operating strengths will enable us to accelerate Zale’s performance improvement for the benefit of our current and future guests,” commented Killion.
Signet’s offer represents a premium of 41% over Zale’s closing price as of February 18, 2014. The transaction would be valued at approximately $1.4 billion, representing an enterprise value to last twelve months Oct-13 Adjusted EBITDA 1 multiple of 7.4x 2 . As part of the transaction, Signet has entered into a voting and support agreement with Golden Gate Capital, the beneficial owner of approximately 22% of Zale’s common stock. The transaction is expected to be high single-digit percentage accretive to earnings in the first full fiscal year after the close of the transaction, excluding acquisition accounting adjustments and one-time transaction costs.
The acquisition is expected to be financed through bank debt, other debt financing and the securitization of a significant portion of Signet’s accounts receivable portfolio.

1  	Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude charges related to store closures	
2  	Pro forma for projected impact of synergies and benefit from Alliance Data Systems contract, excluding any costs to achieve and deal related expenses	

The transaction is subject to Zale stockholder approval, certain regulatory approvals and customary closing conditions.
J.P. Morgan Securities LLC acted as exclusive financial advisor and provided a fairness opinion to the board of directors of Signet and J.P. Morgan Chase Bank, N.A. committed to provide bridge financing for the transaction. Weil, Gotshal & Manges LLP acted as legal counsel to Signet in connection with the transaction. BofA Merrill Lynch acted as exclusive financial advisor and Cravath, Swaine & Moore LLP acted as legal counsel to Zale in connection with the transaction.
About Signet
Signet Jewelers Limited is the largest specialty jewelry retailer in the US and UK. Signet’s US division operates over 1,400 stores in all 50 states primarily under the name brands of Kay Jewelers and Jared The Galleria Of Jewelry. Signet’s UK division operates approximately 500 stores primarily under the name brands of H.Samuel and Ernest Jones. Further information of Signet is available at www.signetjewelers.com. See also www.kay.com, www.jared.com, www.hsamuel.co.uk and www.ernestjones.co.uk.
About Zale
Zale Corporation is a leading specialty retailer of diamond and other jewelry products in North America, operating approximately 1,680 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation’s brands include Zales Jewelers, Zales Outlet, Gordon’s Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates webstores at www.zales.com, www.zalesoutlet.com, www.gordonsjewelers.com, www.peoplesjewellers.com, and www.pagoda.com. Additional information on Zale Corporation and its brands is available at www.zalecorp.com. For more information
Signet Contacts:

Investors:	  	James Grant, VP Investor Relations, Signet Jewelers	  	1 (330) 668-5412	
			
Press:	  	Alecia Pulman, ICR, Inc., apulman@icrinc.com	  	1 (203) 682-8224	
		
Zale Contact:	  		
			
Investors and Press:	  	Roxane Barry, Director of Investor Relations	  	1 (972) 580-4391	
Conference Call:
A conference call is scheduled today at 8:30 a.m. ET (1:30 p.m. GMT and 5:30 a.m. PT) and a simultaneous audio webcast and slide presentation are available at www.signetjewelers.com. The slides are available to be downloaded from the website ahead of the conference call. The call details are:

Dial-in:	 	1 (847) 619 6397	  	Access code: 36705845	
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
Zale plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a Proxy Statement in connection with the proposed transaction. The Proxy Statement will contain important information about Signet, Zale, the proposed transaction and related matters. Additionally, Signet and Zale will file other relevant materials in connection with the proposed transaction pursuant to the terms of an Agreement and Plan of Merger by and among, Signet, Carat Merger Sub, Inc., a wholly owned subsidiary of Signet, and Zale. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATON ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by Zale through the web site maintained by the SEC at www.sec.gov or by phone, email or written request by contacting Zale at the following: Zale Investor Relations, 901 W. Walnut Hill Lane, Irving, TX 75038-1003, or by phone 972-580-4391, or by email ir@zalecorp.com
PARTICIPANTS IN THE SOLICITATION
Signet, Zale and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from stockholders of Zale in favor of the proposed transaction. Information about Signet’s directors and executive officers is set forth in Signet’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2013, and its Form 8-Ks filed with the SEC on July 9, 2013 and July 11, 2013. Information about Zale’s directors and executive officers is set forth in Zale’s Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on October 2, 2013, and its Annual Report on Form 10-K for the fiscal year ended July 31, 2013, which was filed with the SEC on September 27, 2013. Information concerning the interests of Zale’s participants in the solicitation, which may, in some cases, be different than those of Zale’s stockholders generally, is set forth in the materials filed by Zale with the SEC, and will be set forth in the Proxy Statement relating to the proposed transaction when it becomes available.
Safe Harbor for Forward Looking Statements
Statements in this press release regarding the proposed transaction, the expected timetable for completing the proposed transaction, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed transaction, future opportunities for the combined company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the board or management of Signet or Zale constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory approval without conditions, the ability to obtain Zale stockholder approval and the satisfaction of the other conditions to the consummation of the proposed transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors, and any related impact on integration and anticipated synergies; and the other factors and financial, operational and legal risks or uncertainties described in Signet’s and Zale’s Annual Reports on Form 10-K for the years ended February 2, 2013 and July 31, 2013, respectively. Signet and Zale disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.
In addition, please refer to the documents that Signet and Zale, respectively, file with the SEC on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Signet’s and Zale’s respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this document.

	

1
Combining Two of Today’s Leading Jewelry Retailers
Investor Presentation
February 19, 2014
Exhibit 99.2	

	

2
Safe Harbor for
Safe Harbor for
Forward-Looking Statements
Forward-Looking Statements
Statements in this presentation regarding the proposed transaction, the expected timetable for completing the proposed
transaction, future financial and operating results, future capital structure and liquidity, benefits and synergies of the
proposed transaction, future opportunities for the combined company, general business outlook and any other statements
about the future expectations, beliefs, goals, plans or prospects of the board or management of Signet or Zale constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that
are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,”
“estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and other similar
expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual
results or events to differ materially from those indicated by such forward-looking statements, including: the ability to
consummate the proposed transaction; the ability to obtain requisite regulatory approval without conditions, the ability to
obtain Zale stockholder approval and the satisfaction of the other conditions to the consummation of the proposed
transaction; the potential impact of the announcement or consummation of the proposed transaction on relationships,
including with employees, suppliers, customers and competitors, and any related impact on integration and anticipated
synergies; and the other factors and financial, operational and legal risks or uncertainties described in Signet’s and Zale’s
Annual Reports on Form 10-K for the years ended February 2, 2013 and July 31, 2013, respectively. Signet and Zale
disclaim any intention or obligation to update or revise any forward-looking statements as a result of developments
occurring after the date of this document except as required by law.

In addition, please refer to the documents that Signet and Zale, respectively, file with the SEC on Forms 10-K, 10-Q and
8-K. These filings identify and address other important factors that could cause Signet’s and Zale’s respective operational
and other results to differ materially from those contained in the forward-looking statements set forth in this document.	

	

3
Combining Two of Today’s Leading
Combining Two of Today’s Leading
Jewelry Retailers
Jewelry Retailers
1
Based
on
fiscal
year
2013.
Signet
fiscal
year
end
was
02/02/13
and
Zale
fiscal
year
end
was
07/31/13.
FY 2013
Revenue
$3,983 million
$1,888 million
FY 2013
EBITDA
$660 million
$68 million
1,954
1,694
Number of retail brands
17
6
Major retail brands
Geographic footprint
United States and United Kingdom
United States and Canada
Store
formats
Complementary
presence
in
different
store
formats
including
mall
formats,
off-mall
locations
and
neighborhood power centers
Company overview
Largest specialty jeweler in the U.S. and
U.K.
A
leading specialty retailer of fine jewelry in the U.S.
and #1 retailer
of fine jewelry in Canada
Employees
17,877
11,900
1
1
Number
of
retail
stores
as
of
FYE
2013
1	

	

4
Signet is the #1 Specialty Jeweler in
Signet is the #1 Specialty Jeweler in
the U.S. & U.K.
the U.S. & U.K.
Note: Sales for Fiscal 2013.  Estimated store numbers
Fiscal 2014-end.
H.Samuel
#1 in U.K.
Sales: ~$0.4 billion
Stores: 304
Ernest Jones
#2 in U.K.
Sales: ~$0.3 billion
Stores: 179
Kay Jewelers
#1 Jewelry store in U.S.
Sales: ~$2.0 billion
Stores: 1,057 in 50 states
Jared The Galleria Of Jewelry
#1 U.S. Off-Mall Specialty
Jeweler
Sales: ~$1.0 billion
Stores: 205 in 39 states	

	

5
The Addition of Zale Complements
The Addition of Zale Complements
Signet’s Core Growth Strategies
Signet’s Core Growth Strategies
Maximize
Mid-Market
Build upon existing growth strategies
Increase innovation and testing to drive merchandise initiatives
Explore and expand through formats, locations, product mix, field training and
marketing
Stay true to brand heritage while adapting to meet emerging needs
Build upon our service and custom jewelry capabilities
Be Best In Bridal
Approximately 50% of sales generated from bridal businesses
Dedication to superior customer service to drive long-term customer
relationships
Leading branded diamond programs supported by targeted marketing
/
advertising
Strategic diamond sourcing initiative
Offer Best-in-Class
Multichannel
Experience
Successfully integrate digital platform to drive overall eCommerce performance
and support our physical channels of distribution
Combined digital business of both companies approaching $300 million
Improve web-based functionality such as eCommerce, social media, search
engine optimization, on-line education, digital advertising, email, and mobile
customer targeting; creating a best-in-class digital ecosystem
Expand Geographic
Footprint
#1 specialty jeweler in Canada; as well as the U.S. and the U.K.
Cross-collaboration among countries creates a global platform to support
existing and possible future geographic expansion
Companies that build from core strengths create sustained value	

	

Complementary Strengths Align to
Complementary Strengths Align to
Drive Future Growth
Drive Future Growth
Maximize
Mid-market
Iconic retail brands in U.S. & U.K.
Successful development and growth of
branded, differentiated and exclusive
merchandise (e.g. Tolkowsky, Neil Lane)
Successful development and growth
of branded, differentiated and
exclusive merchandise (e.g. Vera Wang,
Celebration Diamond)
Strong, fast-growing digital business. 
Complementary kiosk formats
Opportunity to continue optimization of
real estate portfolio
Be Best in Bridal
Expand Geographic
Footprint
Offer Best-in-class
Multichannel Experience
Iconic retail brands in U.S. & Canada
Turnaround plan well-executed by a
strong management team
Strong free cash flow generation
provides financial and capital
structure flexibility
Experienced management team
with consistently strong financial
performance record
Strong, fast-growing digital business
Best-in-class store execution and
customer service / experience
High quality, diversified store base driven
by disciplined real estate evaluation criteria
Return to profitability
11
6	

	

7
Delivers Scale &
Geographic Expansion
Broadens geographical footprint with Zale’s locations across the United States and
Canada
Allows Signet to significantly expand into Canada via Peoples Jewellers, the #1 specialty
fine jeweler in Canada with 146 locations
A Compelling Value Proposition
A Compelling Value Proposition
Enhances Retail
Awareness Through
Additional
Complementary Banners
Zale is a value-oriented jeweler targeting the mid-market, which complements Kay and
Jared’s strategy
Signet intends to maintain the Zales brand
Strengthens Portfolio of
Leading Exclusive
Brands to Drive Future
Growth
Growing mix of exclusive brands with ability to cross-sell, expanding access to customers
Access to additional exclusive bridal designs and brands (e.g. Vera Wang), which has and
will continue to fuel growth
Opportunity to Leverage
on Mutual Expertise to
Drive Profitability
Significant opportunity to leverage a "best-in-class" operation plan built to lower costs,
expand sales opportunities and improve customer experience
Benefit from leveraging proprietary software & processes and expansion of repair services
Zale leadership team will drive the Zales North America proprietary store brand
Brings Additional and
Complementary
Management Talent and
Experience
Zale management has completed a multi-year turnaround program, which was launched in
2010 and has driven sales and returned Zale to profitability
Signet is the ideal partner to allow Zale to accelerate on this successful trajectory
Track
record
of
successful
acquisition
integration
and
execution
at
Signet
Business and Channel
Mix
Complementary formats and channel mix between Signet and Zale through malls, off-
malls, digital platforms and kiosks	

	

The Combination Creates a More
The Combination Creates a More
Diversified Retailer…
Diversified Retailer…
1
Existing retail footprint as of 11/02/13 for Signet and as of 12/31/13 for Zale
Signet:
1,974
stores
1
Pro forma: 3,653 stores
Zale:
1,679
stores
1
Canada: 0
U.S.: 1,478
U.K. & Ireland: 496
Canada: 199
U.S.: 1,480
U.K. & Ireland: 0
Canada: 199
U.S.: 2,958
U.K. & Ireland: 496
Global
footprint
Breakdown
by
geography
Breakdown
by
format
1,974
1,679
3,653
624
3,029
624
1,055
Signet
Zale
Pro forma
Retail stores
Kiosks
U.S.
75%
U.K.
25%
U.S.
88%
Canada
12%
U.S.
81%
U.K.
14%
Canada
5%
8	

	

…
…
With an Expanded Portfolio of
With an Expanded Portfolio of
Attractive, Differentiated and Exclusive
Attractive, Differentiated and Exclusive
Brands to Drive Future Growth
Brands to Drive Future Growth
1
For Zale corporation: as % of fine jewelry sales
2
Earliest reported date for exclusive brands sales
9
19.0%
27.4%
Jan-10
Jan-13
8.0%
11.0%
Jul-12
Jul-13
2
Key
exclusive
brands
Exclusive
brands as %
of sales¹	

	

10
Transaction Summary
Transaction Summary
$21.00 per Zale share all cash offer, implying ~$1.4 billion enterprise value for
Zale
Represents
EV
/
LTM
Oct-13
Adjusted
EBITDA
1
multiple
of
7.4x
2
J.P.
Morgan
has
provided
new
underwritten
term
loan
facility
and
bridge
financing commitment
Strong combined financial profile allows for an all cash transaction with the
expectation to achieve investment grade rating
Golden Gate has entered into a voting support agreement
Structure and
Consideration
~$6.2
billion
in
LTM
Oct-13
revenue
3
Combined Financial
Metrics
The transaction is expected to generate approximately $100 million in annual
growth and cost synergies within three fiscal years after closing
In the first full fiscal year after close, we expect the transaction to be high
single-digit percentage accretive
4
to earnings per share
Compelling Financial
Impact
Approvals and Closing
Transaction approved by boards of directors of both companies
Subject to Zale stockholder approval
Subject to customary closing conditions and regulatory approvals
Expected to close within 2014
1
Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted to exclude charges related to store closures
2
Last
twelve
month
(LTM
Oct-13)
based
on
Signet
LTM
as
of
11/02/13
and
Zale
as
of
10/31/13,
pro
forma
for
projected
impact
of
synergies
and
benefit
from
ADS
contract,
excluding
any
costs
to
achieve
and
deal
related expenses
3
Last twelve month (LTM Oct-13) based on Signet LTM as of 11/02/13 and Zale as of 10/31/13
4
Excluding one-time transaction costs and acquisition accounting adjustments	

	

11
Standalone Signet
Pro Forma Signet
Additional distribution points
and geographic reach provide
solid platform for top line
growth
Operating efficiencies will drive 
margin and expense reduction
opportunities and drive value
creation
Revenue ($ billion)
EBITDA ($ million)
Standalone Signet
Pro Forma Signet
$3.3
$3.3
$3.4
$3.7
$4.0
$6.2
Jan-09
Jan-10
Jan-11
Jan-12
Jan-13
Pro forma LTM
Oct-2013
¹
$330
$373
$470
$600
$660
$745
Jan-09
²
Jan-10
Jan-11
Jan-12
Jan-13
Pro forma LTM
Oct-2013
¹
Combined Financial Overview
Combined Financial Overview
1
Last twelve months (LTM) based on Signet LTM as of 11/2/13 and  Zale as of 10/31/13
2
Excludes goodwill and relisting costs	

	

12
Overview of Synergies
Overview of Synergies
Supply Chain / Purchasing
Signet’s manufacturing knowledge, buying processes, and
proprietary systems in partnership with Zale’s team will accelerate
and ensure gross margin improvement.
Inventory management processes will improve inventory utilization
and turn
Expense Reduction
“Best practice”
sharing will improve the cost and efficiency of
operations and advertising buys
Overhead will be optimized while strengthening the infrastructure to
support growth of the Zales brand
Estimated $100 Million Synergy Potential Provides Opportunity for
Substantial Value Creation
Service Capabilities and
Brand Cross-Selling
Opportunities to expand distribution of current brands and new brand
concepts will be created.
Signet’s repair and custom design business processes will be utilized
to improve performance.	

	

13
Additional Business Benefits
Additional Business Benefits
Credit Optimization
The Alliance Data System agreement will improve Zales credit
offering and lower the cost of credit
Enhanced
credit
approval
rates,
strengthened
lifecycle
marketing
and
improved in-store credit presentation.
Store rationalization continues
Increasing real estate productivity via portfolio optimization, exclusive
merchandise, service expansion, credit and store infrastructure
investment
Real Estate Optimization	

	

14
Financing and Capital Structure
Financing and Capital Structure
Expected financing includes a combination of:
Significant accounts receivable securitization
Bank debt
Other debt financing
J.P. Morgan has committed to provide financing for the
Company expected to achieve investment grade rating post
transaction
transaction given strong cash flow generation and projected
earnings growth	

	

15
Transaction Strengthens Signet’s
Transaction Strengthens Signet’s
Foundations and
Foundations and
Unlocks New Growth Opportunities
Unlocks New Growth Opportunities
We are going to invest in and grow the Zales brand
Maintain Zales as a stand alone brand, within the Signet portfolio of brands
Optimize
marketing
and
promotional
spend
on
Zales
to
drive
brand
recognition
and
sales
Invest in store remodels and IT infrastructure to drive sales and enhance long term margin profile
Invest in new store development to optimize the network
There are significant synergies and growth opportunities
Revenue opportunities through cross selling and new business development
Operational efficiencies and best practice sharing
Reduction in overhead duplicative expenses
Enhanced customer experience
Strong liquidity position and disciplined approach to capital structure and allocation
Combined cash flow will allow for sustained deleveraging	

	

16
Important Additional Information Will Be
Important Additional Information Will Be
Filed With The SEC
Filed With The SEC
Zale Corporation plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its
stockholders a Proxy Statement in connection with the proposed transaction. The Proxy Statement will
contain important information about Signet, Zale, the proposed transaction and related matters.
Additionally, Signet and Zale will file other relevant materials in connection with the proposed transaction
pursuant to the terms of an Agreement and Plan of Merger by and among, Signet, Carat Merger Sub,
Inc., a wholly owned subsidiary of Signet, and Zale. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATON ABOUT
THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Proxy Statement and other
documents filed with the SEC by Zale through the web site maintained by the SEC at www.sec.gov or by
phone, email or written request by contacting Zale at the following: : Zale Investor Relations, 901 W.
Walnut Hill Lane, Irving, TX 75038-1003, or by phone 972-580-4391, or by email 
PARTICIPANTS IN THE SOLICITATION

Signet, Zale and their respective directors, executive officers and other members of management and
employees, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from
stockholders of Zale in favor of the proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the solicitation of the stockholders of Zale in
connection with the proposed transaction, and their direct or indirect interests, by security holdings or
otherwise, which may be different from those of Zale’s stockholders generally, will be set forth in the
Proxy Statement and the other relevant documents to be filed with the SEC. Information concerning the
interests of Zale’s participants in the solicitation, which may, in some cases, be different than those of
Zale’s stockholders generally, is set forth in the materials filed by Zale with the SEC, and will be set forth
in the Proxy Statement relating to the proposed transaction when it becomes available.
ir@zalecorp.com