Kellwood Company Board of Directors to Let Stockholders Decide on Sun Capital $21 Per Share Cash Tender Offer
27 Enero 2008 - 7:29PM
PR Newswire (US)
If Majority of Shares Are Tendered, Offer Would be Consummated on
February 12, 2008 ST. LOUIS, Jan. 27 /PRNewswire-FirstCall/ --
Kellwood Company (NYSE:KWD) today announced that it intends to
remove all impediments to the $21.00 per share cash tender offer
made by an affiliate of Sun Capital Securities Group ("Sun
Capital") so that it can be consummated on February 12, 2008 if a
majority of the shares are tendered. Sun Capital's $21.00 per share
cash tender offer, under its terms, is not subject to financing or
due diligence. Prior to the expiration of Sun Capital's tender
offer on February 12, 2008, Kellwood intends to rescind its debt
tender offer, give the requisite approvals under Delaware law and
its charter, and take action under its Shareholder Rights Plan, so
that Sun Capital's $21.00 per share cash tender offer can be
consummated on February 12, 2008 if a majority of the shares are
tendered. Kellwood's Board of Directors is not taking any position
on whether or not stockholders should tender their shares into the
offer. Stockholders may now make their own decision on whether to
tender their shares. If a majority of shares, including Sun
Capital's existing holdings, are tendered on February 12, 2008,
Kellwood believes that all conditions to the tender offer will have
been satisfied, and Sun Capital will be obligated to close the
tender. Kellwood's Board of Directors also stated that its
financial advisors, Banc of America Securities LLC and Morgan
Stanley & Co. Incorporated, will approach third parties who
have previously contacted the Company, and other third parties,
including Sun Capital, to seek an alternative transaction with a
value above $21.00 per share. The Company does not intend to
disclose developments with respect to this process. If the Company
makes a determination that a transaction with such third party has
a reasonable likelihood of delivering value above $21.00 per share,
Kellwood reserves the right to not remove the impediments to Sun
Capital's tender offer. Robert C. Skinner, Jr., chairman, president
and chief executive officer, said, "While it is our strong
preference to continue as an independent company, we believe that
stockholders should be able to make their own decisions on a $21.00
per share cash offer that is not subject to due diligence or
financing." The Company has deferred the Distribution Date under
its Rights Agreement so that the preferred stock purchase rights
are not exercisable or transferable apart from the common stock at
this time. Banc of America Securities LLC and Morgan Stanley &
Co. Incorporated are acting as financial advisors, and McDermott
Will & Emery LLP and Sonnenschein Nath & Rosenthal LLP are
serving as legal counsel, to Kellwood. About Kellwood Kellwood
(NYSE:KWD) is a $1.6 billion leading marketer of apparel and
consumer soft goods. Specializing in branded products, the Company
markets to all channels of distribution with products and brands
tailored to each specific channel. Kellwood brands include
Vince(R), HOLLYWOULD(R), Phat Farm(R), Baby Phat(R), Sag Harbor(R),
Koret(R), Jax(R), Democracy(R), Sangria(TM), Jolt(R), My
Michelle(R), Briggs New York(R), Hanna Andersson(R), Onesies(R),
Kelty(R), Royal Robbins(R) and Sierra Designs(R). Calvin Klein(R),
XOXO(R), David Meister(R), Gerber(R), and O Oscar, an Oscar de la
Renta Company, are produced under licensing agreements. For more
information, visit http://www.kellwood.com/. MEDIA CONTACT: Donna
B. Weaver VP Corporate Communications 212.329.8072 FINANCIAL
CONTACTS: Samuel W. Duggan II VP Investor Relations and Treasurer
Kellwood Company 314.576.8580 Joele Frank / Eric Brielmann /
Jennifer Schaefermailto: Joele Frank, Wilkinson Brimmer Katcher
212.355.4449 Allison Malkin Integrated Corporate Relations
203.682.8225 Statements in this press release that are not strictly
historical are "forward-looking" statements within the meaning of
the safe harbor provisions of the federal securities laws. Actual
results may differ materially due to risks and uncertainties that
are described in the Company's Form 10-K and other filings with the
SEC. DATASOURCE: Kellwood Company CONTACT: media, Donna B. Weaver,
VP Corporate Communications, +1-212-329-8072, , or financial,
Samuel W. Duggan II, VP Investor Relations and Treasurer,
+1-314-576-8580, , both of Kellwood Company; Joele Frank, Eric
Brielmann, or Jennifer Schaefer, all of Joele Frank, Wilkinson
Brimmer Katcher, +1-212-355-4449, for Kellwood Company; Allison
Malkin of Integrated Corporate Relations, +1-203-682-8225, for
Kellwood Company Web site: http://www.kellwood.com/
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