Interviews
News Flash
Kellwood enters into merger agreement with Sun Capital
12 Feb '08
3 min read
Kellwood Company 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 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 intendedto 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.
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 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 intendedto 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.
Popular News
Leave your Comments
Esteemed Clients
-Ltd..jpg?tr=w-120,h-60,c-at_max,cm-pad_resize,bg-ffffff "Thermore (Far East) Ltd.")
.jpg?tr=w-120,h-60,c-at_max,cm-pad_resize,bg-ffffff "Telangana State Industrial Infrastructure Corporation Limited (TSllC Ltd)")
.jpg?tr=w-120,h-60,c-at_max,cm-pad_resize,bg-ffffff "Taiwan Textile Federation (TTF)")
