Kellwood (NYSE:KWD)
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Sun Capital Securities Group, LLC today announced the successful
completion of Cardinal Integrated, LLC’s cash
tender offer for the outstanding shares of Kellwood Company (NYSE: KWD),
which expired at 12:00 midnight New York City time, on Tuesday, February
12, 2008.
As of the close of the offer, approximately 15.8 million Kellwood shares
have been validly tendered, and not properly withdrawn, representing
approximately 70.5% of the outstanding shares of Kellwood. When added to
Sun Capital’s existing 11.4% stake, this
represents approximately 81.9% of Kellwood’s
total outstanding shares. Additional shares were guaranteed to be
delivered within the next three business days which, if added to the
tendered shares and Sun Capital’s existing
stake, would represent in excess of 90.0% of Kellwood’s
total outstanding shares.
All shares validly tendered and not properly withdrawn prior to the
expiration of the offer have been accepted for purchase by Cardinal
Integrated, and Cardinal Integrated expects to promptly pay for all such
shares.
Sun Capital also announced that Cardinal Integrated has commenced a
subsequent offering period for all of the remaining untendered shares
that will expire at 12:00 midnight New York City time, on Friday,
February 15, 2008. During this subsequent offering period, Kellwood
shareholders who did not previously tender their shares into the offer
may do so and will promptly receive $21.00 per share cash consideration,
as was paid during the initial offering period. Shares tendered during
the subsequent offering period may not be withdrawn.
After expiration of the subsequent offering period, as the final step of
the acquisition process, a subsidiary of Cardinal Integrated will be
merged with and into Kellwood and each share not previously purchased in
the tender offer will be converted, subject to appraisal rights, into
the right to receive $21.00 per share in cash. Consummation of the
merger is expected to occur as soon as practicable after the expiration
of the subsequent offering period. Following the merger, Kellwood will
become a wholly-owned subsidiary of Cardinal Integrated, and Kellwood’s
common stock will be delisted and will cease to trade on the New York
Stock Exchange.
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.
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, as amended. 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.