Sun Capital Enters into Merger Agreement with Kellwood
11 Febrero 2008 - 7:06AM
Business Wire
Sun Capital Securities Group, LLC today announced that its
affiliates have entered into a merger agreement with Kellwood
Company (NYSE: KWD) under which Sun Capital will acquire Kellwood
for $21.00 per share in cash. The merger agreement is contingent on
the successful completion of Sun Capital�s pending $21.00 per share
tender offer for Kellwood, which is conditioned on Sun Capital
holding a majority of Kellwood�s outstanding common shares
(including Sun Capital�s existing 11.4% stake) upon the completion
of the 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. If the tender offer is successfully
completed, shareholders who have tendered their shares before the
expiration date will be paid promptly. Shareholders who do not
tender their shares in the offer will not receive payment until the
merger has been completed, which could take several months. Under
the terms of the merger agreement, Sun Capital will assume control
of the Kellwood Board upon the completion of the tender offer.
Jason Bernzweig, Vice President of Sun Capital, said, �Sun Capital
is pleased to have reached an agreement with Kellwood and that
Kellwood�s Board is now recommending our tender offer to its
shareholders. We believe this transaction is in the best interests
of shareholders, employees, vendors and customers. We look forward
to working collaboratively with Kellwood to ensure a smooth and
expeditious transition and urge all shareholders to tender their
shares to guarantee they receive prompt payment for their holdings.
As we have said before, we are prepared to commit substantial
resources beyond the purchase price to build Kellwood�s business,
and we will work closely with management and employees at Kellwood
to strengthen the Company and develop its branded portfolio.�
Shareholders with questions regarding tendering their shares should
log on to www.kellwoodvalue.com or call D. F. King & Co., Inc.
at (800) 269-6427. Citi and Credit Suisse Securities (USA) LLC are
acting as financial advisors to Sun Capital Securities Group, LLC
and Kirkland & Ellis LLP is acting as legal advisor to Sun
Capital. 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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