US: Kellwood rejects $544m Sun Capital bid once again

By | 13 November 2007

Branded apparel group Kellwood Company's board has today (13 November) reiterated its disapproval of the US$544m takeover offer once again tabled by private equity firm Sun Capital.

Kellwood's board repeated its stance today (13 November) that "the proposal was not in the best interests of Kellwood and its shareholders", having received a letter from Sun urging board members to reconsider the offer - first tabled in September and later rejected.

"Yesterday's letter from Sun Capital simply reiterates the terms of its 18 September 2007 proposal. As previously announced, after a careful review with the assistance of the company's independent financial advisors, the board of directors concluded that Sun Capital's unsolicited proposal significantly undervalues the strength of Kellwood's expanded portfolio of brands and the company's opportunities for sales and earnings growth, including the potential benefits of the execution of the company's strategic plan," the company said.

Sun Capital reaffirmed its proposal, to acquire 100% of the capital stock of Kellwood for $21.00 per share in cash, in a letter yesterday (12 November).

It said: "We are very disappointed that you rejected this proposal on 17 October and have repeatedly resisted our efforts to open a constructive dialogue regarding our interest in acquiring control of Kellwood. We have carefully reviewed the strategic plan Kellwood announced on November 7 and note that it resembles the plan announced in mid-2005.

"The lack of execution since mid-2005 has resulted in a significant deterioration in both financial results and shareholder value. We believe that receiving $21.00 per share in cash now represents superior value for shareholders, especially on a risk-adjusted basis, compared to what they can expect to realise through Kellwood's pursuit of its long-term plan."

Sun Capital's offer represents a 38% premium to Kellwood's closing stock price on 18 September, the last trading day before disclosure of our offer, and a 40% premium to Kellwood's closing stock price on 7 November, the day after Kellwood announced its latest strategic plan.

However, Kellwood said it strongly believes in the company's ability to successfully execute its strategic plan and provide greater value to its shareholders than Sun Capital's proposal.

According to the Wall Street Journal, Sun has also threatened to pursue a hostile takeover bid for Kellwood, by making an offer directly to its shareholders. Such hostile tenders are uncommon, the report noted, especially where private equity firms are involved. Sun Capital was unavailable to comment further when contacted by just-style.

Sectors: Apparel, Finance, Manufacturing, Retail

Companies: Kellwood

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US: Kellwood rejects $544m Sun Capital bid once again

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