Sun Capital Amends Tender Offer for Kellwood Shares to Include Condition for Proportional Representation on Kellwood Board
08 Febrero 2008 - 3:29PM
Business Wire
Sun Capital Securities Group, LLC today announced that it has
amended its tender offer to purchase all of the outstanding shares
of Kellwood Company (�Kellwood� or the �Company�) (NYSE: KWD)
common stock for $21.00 per share in cash. The purpose of the
amendment is to include the additional condition that, upon the
closing of the tender offer, Sun Capital representatives on the
Kellwood Board of Directors will constitute a majority of the
directors and be proportionate in number to Sun Capital�s
percentage shareholding in the Company. As Sun Capital does not
intend, and is not obligated, to close the tender offer unless it
owns a majority of Kellwood�s common shares, this condition assures
Sun Capital of control of the Kellwood Board upon the closing of
the tender offer. Sun Capital notes that all other conditions and
terms of the tender offer, which is not contingent on financing or
due diligence, remain unchanged. 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. 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 180 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. Purchase and
other tender offer documents, will also be available at
http://www.KellwoodValue.com. 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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