Kellwood to Shareholders: Hold On

Kellwood Co.'s shares rose 10 percent Tuesday to close at $18.12 on the New York Stock Exchange after Sun Capital Securities Group LLC repeated for the third time its bid of $21 a share for the St. Louis-based vendor.

But the interest in Kellwood's shares following the unsolicited offer doesn't bode well for the company, which urged its shareholders to hold off taking any action until its board reviews the bid and "make[s] a recommendation to shareholders in due course," according to a statement by Kellwood Tuesday morning.

The Kellwood statement came out while Sun Capital was holding a conference call to make its case for why shareholders should accept the bid. Kellwood pointed out the bid is the same $21 a share offer Sun Capital made twice before this fall — and which Kellwood refused both times.

"No, the price hasn't changed — they are lucky it hasn't been reduced," Jason Bernzweig, vice president of Sun Capital, said in response to Kellwood's statement Tuesday. "Absent our offer, this stock would be trading down dramatically."

Earlier this month, Kellwood made its own stock buyback offer totaling $80 million of stock at market price, then followed last week with a $60 million tender offer for its 2009 notes, using the $162 million in cash the company received from selling its Smart Shirts subsidiary.

Sun Capital has said it would lower its bid to $19.50 if Kellwood does not terminate the bond tender offer.

The public pressure on Kellwood is mounting, as Sun Capital took the offer directly to shareholders, hosted a conference call and launched a Web site, kellwoodvalue.com, that includes its letters to Kellwood.

On the call, Sun Capital, which owns 9.9 percent of Kellwood's stock, predicted the $1.6 billion vendor would dissolve its poison pill, which would block a hostile takeover, if enough shareholders supported the bid.

Bernzweig said that, based on conversations he's held, he is optimistic shareholders will accept the bid, although he expects Sun Capital will have to extend its Feb. 12 expiration date until mid-March. If its latest bid is rejected once again, Sun Capital has said it would exercise its power as Kellwood's second-largest shareholder and seek to nominate its own board for the company. Bernzweig declined to name who Sun Capital would nominate.