The board of directors of Kellwood Co has elected to step aside and let shareholders decide on whether they wish the apparel firm to be acquired by Sun Capital Securities Group for $21 a share.

As reported, Sun Capital launched a tender offer on Jan. 16. The offer did not have any conditions, such as financing.

Previously, Sun’s offer to acquire Kellwood were merely proposals. The tender offer launched earlier this month, if accepted by a majority of Kellwood shareholders, would obligate Sun close on its acquisition of the apparel firm on Feb 12.

Kellwood also said that prior to the expiration of Sun’s tender offer on Feb12, Kellwood intends to rescind its debt tender offer.

Kellwood’s board also said it is not taking any position on whether or not stockholders should tender their shares into the offer.
 
Sun’s financial advisors are Citibank and Credit Suisse, and Kellwood’s bankers are Bank of America and Morgan Stanley.

A source familiar with the situation said the expectation is that Kellwood will find a so-called “white knight” within the next three weeks. The same source said there have been expressions of interest, but declined to disclose whether they were from strategic or other financial buyers.

Robert C. Skinner Jr., chairman, president and chief executive officer, said, “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 per share cash offer that is not subject to due diligence or financing.”

For more, see Monday’s issue of WWD.

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