Sun Capital Sends Letter to Kellwood Shareholders Urging Them to Tender
06 Febrero 2008 - 8:00AM
Business Wire
Sun Capital Securities Group, LLC (�Sun Capital�) today sent the
following letter urging Kellwood Company�s (NYSE: KWD) (�Kellwood�)
shareholders to tender their shares into Sun Capital�s previously
announced $21.00 per share all-cash tender offer. The tender offer
and withdrawal rights are scheduled to expire at 12:00 midnight New
York City time, on Tuesday, February 12, 2008, unless extended. The
full text of the letter follows: TENDER YOUR KELLWOOD SHARES IF SUN
CAPITAL�S OFFER IS SUCCESSFUL, TENDERING IS THE ONLY WAY TO
GUARANTEE YOU RECEIVE $21.00 PER SHARE IN CASH $21.00 PER SHARE
OFFER EXPIRES FEBRUARY 12, 2008 February 6, 2008 Dear Fellow
Kellwood Shareholder, You must tender your Kellwood shares into Sun
Capital�s offer to ensure you will receive $21.00 per share in
cash. Kellwood recently announced that it intends to remove all
impediments to Sun Capital�s offer if the number of shares tendered
by February 12, 2008, combined with Sun Capital�s existing
holdings, represents a majority of Kellwood�s outstanding shares.
This will enable us to close the offer and pay you for your
tendered shares within a matter of days. Kellwood�s Board has
abstained from making a recommendation �for� or �against� Sun
Capital�s offer. Instead, the Kellwood Board has told shareholders
that they should make their own decision about whether to tender
their shares. Both the Board and management of Kellwood have said
they will tender their own shares into Sun Capital�s offer if a
majority of Kellwood shares are tendered. THE OFFER PROVIDES
SUBSTANTIAL VALUE AND CERTAINTY Sun Capital�s $21.00 per share cash
tender offer, which is not contingent on financing or due
diligence, represents substantial value given the sizeable cash
premium it provides. The offer represents a premium of 38% to
Kellwood�s stock price when we first proposed the acquisition on
September 18, 2007, and is even more attractive today. Since then,
Kellwood�s peer group and the S&P Consumer Discretionary Index
have experienced significant declines due to weakening fundamentals
in the consumer sector. Accordingly, we believe Kellwood�s stock
price would decline significantly, likely to a level well below its
trading price on September 18, 2007, in the absence of a sale of
the Company. BE SURE TO RECEIVE $21.00 IN CASH � TENDER YOUR SHARES
IMMEDIATELY Sun Capital urges you to tender your stock today to
make sure you receive $21.00 in cash for each of your Kellwood
shares. Don�t miss this opportunity � tender now. If you have any
questions regarding tendering your shares please log on to
www.kellwoodvalue.com/secfilings or call: D. F. King & Co.,
Inc. at (800) 269-6427. We thank you for your support. Sincerely,
/s/ Jason G. Bernzweig Jason G. Bernzweig Vice President Sun
Capital Securities Group, LLC About Sun Capital Sun Capital
Partners, Inc. is a leading private investment firm focused on
leveraged buyouts, equity, debt, and other investments in
market-leading companies that can benefit from its in-house
operating professionals and experience. Sun Capital affiliates have
invested in and managed more than 175 companies worldwide with
combined sales in excess of $35.0 billion since Sun Capital's
inception in 1995. Sun Capital has offices in Boca Raton, Los
Angeles, and New York, and affiliates with offices in London,
Tokyo, and Shenzhen. Additional Information and Where to Find It
This press release is provided for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell any securities of Kellwood. The offer to purchase or
solicitation of offers to sell is being made pursuant to a Tender
Offer Statement on Schedule TO (including the Offer to Purchase,
Letter of Transmittal and other related offer documents) filed by
Cardinal Integrated, LLC with the SEC on January 15, 2008. Before
making any decision with respect to the offer, Kellwood
stockholders are advised to read these documents, as they may be
amended from time to time, and any other documents relating to the
tender offer that are filed with the SEC carefully and in their
entirety because they contain important information, including the
terms and conditions of the offer. Kellwood stockholders may obtain
copies of these documents for free at the SEC�s website at
www.sec.gov, or by calling D.F. King & Co., Inc., the
Information Agent for the offer, at (800) 269-6427. This press
release and the Offer to Purchase do not constitute a solicitation
of a proxy for or with respect to any annual or special meeting of
Kellwood�s stockholders. Any such solicitation will be made only
pursuant to separate proxy solicitation materials complying with
all applicable requirements of Section 14(a) of the Securities
Exchange Act of 1934, as amended. Cautionary Statement Regarding
Forward-Looking Statements This press release contains
forward-looking statements. All statements contained in this press
release that are not clearly historical in nature or that
necessarily depend on future events are forward-looking, and the
words �anticipate,� �believe,� �expect,� �estimate,� �plan,� and
similar expressions are generally intended to identify
forward-looking statements. These statements are based on current
expectations of Sun Capital Partners, Inc. and its affiliates and
currently available information. They are not guarantees of future
performance, involve certain risks and uncertainties that are
difficult to predict and are based upon assumptions as to future
events that may not prove to be accurate. Sun Capital does not
assume any obligation to update any forward-looking statements
contained in this press release.
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