Sun Capital Securities Group, LLC said 70.8% of the shareholders of Kellwood Co. tendered their shares to its affiliate Cardinal Integrated, LLC by a midnight deadline Tuesday, clearing the way to take the company private.


As of the close of the offer, approximately 15.8 million Kellwood shares had been validly tendered, and not properly withdrawn, representing approximately 70.5% of the outstanding shares of Kellwood, Sun Capital said. When added to Sun Capital’s existing 11.4% stake, this represents approximately 81.9% of Kellwood’s total outstanding shares. Additional shares were guaranteed to be delivered within the next three business days which, if added to the tendered shares and Sun Capital’s existing stake, would represent in excess of 90.0% of Kellwood’s total outstanding shares.


All shares validly tendered and not properly withdrawn prior to the expiration of the offer have been accepted for purchase by Cardinal Integrated, and Cardinal Integrated expects to promptly pay for all such shares.


Sun Capital also announced that Cardinal Integrated has commenced a subsequent offering period for all of the remaining untendered shares that will expire at 12:00 midnight New York City time, on Friday, February 15, 2008.


During this subsequent offering period, Kellwood shareholders who did not previously tender their shares into the offer may do so and will promptly receive $21.00 per share cash consideration, as was paid during the initial offering period. Shares tendered during the subsequent offering period may not be withdrawn.


After expiration of the subsequent offering period, as the final step of the acquisition process, a subsidiary of Cardinal Integrated will be merged with and into Kellwood and each share not previously purchased in the tender offer will be converted, subject to appraisal rights, into the right to receive $21.00 per share in cash. Consummation of the merger is expected to occur as soon as practicable after the expiration of the subsequent offering period.


Following the merger, Kellwood will become a wholly-owned subsidiary of Cardinal Integrated, and Kellwood’s common stock will be delisted and will cease to trade on the New York Stock Exchange.