CHICAGO (February 14, 2008) — McDermott Will & Emery is pleased to announce that the Firm represented Kellwood Company (NYSE: KWD) in its acquisition by affiliates of Sun Capital Securities Group. Sun Capital offered Kellwood shareholders $21 per share and values the transaction at nearly $762 million.
McDermott's team included Robert A. Schreck, Howard E. Steinberg, Heidi J. Steele, John Tamisiea, Paul Compernolle, William R. Pomierski, John Hammond, Kathleen Edwards, Stefan M. Meisner and Carla A. Hine.
The Kellwood Board of Directors initially rejected Sun Capital's unsolicited proposal in September 2007 to acquire Kellwood for $21 per share. After Sun Capital launched a hostile tender offer on January 15, 2008 for Kellwood shares at $21 per share, which was not conditional on financing or due diligence, Kellwood's Board agreed to allow its shareholders to decide for themselves whether to accept Sun Capital's offer. The company's anti-takeover defenses induced the bidder to negotiate with the Board. The Board agreed to remove its poison pill and other structural impediments if Sun Capital received a majority of the outstanding shares in the tender offer.
On February 10, 2008 the Board approved a merger agreement enabling Sun Capital to acquire 100 percent of Kellwood's shares and also recommended that Kellwood shareholders accept Sun Capital's offer. On February 13 Sun Capital announced that it had accepted for purchase shares which, when added to its existing 11.4 percent stake, constituted approximately 82 percent of Kellwood’s outstanding shares. It is expected that the subsequent merger, in which shares not previously acquired by Sun Capital will be converted into the right to receive $21 in cash per share, will be completed shortly.
Kellwood (NYSE:KWD) is a $1.6 billion leading marketer of apparel and consumer soft goods. Specializing in branded products, the Company markets to all channels of distribution with products and brands tailored to each specific channel. Kellwood brands include Vince®, HOLLYWOULD®, Phat Farm®, Baby Phat®, Sag Harbor®, Koret®, Jax®, Democracy®, Sangria™, Jolt®, My Michelle®, Briggs New York®, Hanna Andersson®, Onesies®, Kelty®, Royal Robbins® and Sierra Designs®. Calvin Klein®, XOXO®, David Meister®, Gerber®, and O Oscar, an Oscar de la Rental Company, are produced under licensing agreements. For more information, visit www.kellwood.com.
McDermott's M&A Practice Group represents a wide spectrum of publicly and privately held businesses from Global 50 companies to venture backed start-ups, as well as private equity funds and investment banks. As a globally integrated team, our lawyers manage complex transactions with components in multiple jurisdictions throughout the world.