Kellwood Company Enters Into Merger Agreement with Sun Capital Providing for a Prompt Merger if Sun Capital's Tender Offer is Su
11 Febrero 2008 - 7:00AM
PR Newswire (US)
KELLWOOD COMPANY NOW RECOMMENDING THAT STOCKHOLDERS TENDER THEIR
SHARES INTO THE OFFER ST. LOUIS, Feb. 11 /PRNewswire-FirstCall/ --
Kellwood Company (NYSE:KWD) today announced that it has entered
into a merger agreement with Sun Capital providing for a prompt
merger if Sun Capital's tender offer is successful on February 12,
2008, and upon the closing of the tender offer Sun Capital owns a
majority of the Company's shares. The Board of Directors is now
recommending that stockholders tender their shares into the offer.
The Board considered a number of factors in making its decision,
including its determination that the $21.00 price being offered is
fair, the absence of superior bids, and the Company's belief that a
majority of the stockholders intend to tender their shares. The
merger agreement provides that Kellwood will remove all impediments
to the tender offer that are in its control, so that Sun Capital's
$21.00 per share cash tender offer can be consummated on February
12, 2008, subject to a sufficient number of shares being tendered
in the offer such that, upon the closing of the offer, Sun Capital
owns a majority of the Company's shares. The merger agreement also
provides that once shares are paid for in the tender offer, Sun
Capital will take control of the Kellwood Board of Directors.
Kellwood further announced today that it is terminating its cash
tender offer for up to $60,000,000 aggregate principal amount of
its 7.875% Senior Notes due 2009 identified in the Offer to
Purchase dated January 9, 2008. The Company said in its January 27,
2008 announcement that it intended to rescind the debt tender offer
to allow Sun Capital's $21.00 per share cash tender offer to close
on February 12, 2008 in the event that upon the closing of the
offer, Sun Capital owns a majority of the Company's shares. "As a
strong, private company, Kellwood will continue to execute on its
strategic priorities to position the Company as a brand-focused
marketing enterprise," said Robert C. Skinner, Jr., chairman,
president and chief executive officer. 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. Kellwood's stockholders should read Kellwood's
Solicitation/Recommendation Statement on Schedule 14D-9, as such
Statement will be amended and filed with the Securities and
Exchange Commission ("SEC") on February 11, 2008. Kellwood's
Solicitation/Recommendation Statement sets forth the reasons for
the position of the Kellwood Board of Directors and related
information. The Solicitation/Recommendation Statement and other
public filings made from time to time by Kellwood with the SEC are
available without charge from the SEC's website at
http://www.sec.gov/ or from Kellwood's website at
http://www.kellwood.com/. 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 Schaefer Joele
Frank, Wilkinson Brimmer Katcher 212.355.4449 Allison Malkin
Integrated Corporate Relations 203.682.8225 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; or Joele Frank | Eric Brielmann | Jennifer
Schaefer, all of Wilkinson Brimmer Katcher, +1-212-355-4449;
Allison Malkin of Integrated Corporate Relations, +1-203-682-8225,
all for Kellwood Company Web site: http://www.kellwood.com/
Copyright
Kellwood (NYSE:KWD)
Gráfica de Acción Histórica
De Ago 2024 a Sep 2024
Kellwood (NYSE:KWD)
Gráfica de Acción Histórica
De Sep 2023 a Sep 2024