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Kellwood board neutral on Sun Capital tender offer ending Feb. 12; stockholders to decide
By Lisa Kerner
Charlotte, N.C., Jan. 28 - Kellwood Co. said it will "remove all impediments" to the $21-per-share cash tender offer by a Sun Capital Securities Group, LLC affiliate.
Kellwood expects to rescind its debt tender offer and take action under its shareholder rights plan in order for the deal to close on Feb. 12, if a majority of its shares are tendered.
Banc of America Securities LLC and Morgan Stanley & Co. Inc., the company's financial advisers, will seek an alternative transaction with a value above the $21-per-share offer price by contacting third parties as well as Sun Capital.
"While it is our strong preference to continue as an independent company, we believe that stockholders should be able to make their own decisions on a $21.00 per share cash offer that is not subject to due diligence or financing," Kellwood chairman, president and chief executive officer Robert C. Skinner Jr. said in the release.
Kellwood deferred the distribution date under its rights agreement so that the preferred stock purchase rights are not exercisable or transferable apart from the common stock at this time, the release stated.
Sun Capital affiliate Cardinal Integrated, LLC began its unsolicited tender offer for all of the outstanding shares of Kellwood on Jan. 15.
As previously reported, the offer values Kellwood at about $762 million, including debt.
The $21-per-share offer price is the same price as Sun Capital's unsolicited proposals sent to Kellwood in September and November.
Sun Capital has a 9.9% ownership interest in the St. Louis-based apparel and consumer soft goods marketer.
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