Sun Capital Securities Group, LLC sent the following letter urging Kellwood Companys shareholders to tender their shares into Sun Capitals previously announced $21.00 per share all-cash tender offer. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight New York City time, on Tuesday, February 12, 2008, unless extended.
TENDER YOUR KELLWOOD SHARES
IF SUN CAPITALS OFFER IS SUCCESSFUL, TENDERING IS THE ONLY WAY TO GUARANTEE YOU RECEIVE $21.00 PER SHARE IN CASH
$21.00 PER SHARE OFFER EXPIRES FEBRUARY 12, 2008
February 6, 2008
Dear Fellow Kellwood Shareholder,
You must tender your Kellwood shares into Sun Capitals offer to ensure you will receive $21.00 per share in cash.
Kellwood recently announced that it intends to remove all impediments to Sun Capitals offer if the number of shares tendered by February 12, 2008, combined with Sun Capitals existing holdings, represents a majority of Kellwoods outstanding shares. This will enable us to close the offer and pay you for your tendered shares within a matter of days.
Kellwoods Board has abstained from making a recommendation “for” or “against” Sun Capitals offer. Instead, the Kellwood Board has told shareholders that they should make their own decision about whether to tender their shares. Both the Board and management of Kellwood have said they will tender their own shares into Sun Capitals offer if a majority of Kellwood shares are tendered.
THE OFFER PROVIDES SUBSTANTIAL VALUE AND CERTAINTY
Sun Capitals $21.00 per share cash tender offer, which is not contingent on financing or due diligence, represents substantial value given the sizeable cash premium it provides.
The offer represents a premium of 38% to Kellwoods stock price when we first proposed the acquisition on September 18, 2007, and is even more attractive today. Since then, Kellwoods peer group and the S&P Consumer Discretionary Index have experienced significant declines due to weakening fundamentals in the consumer sector. Accordingly, we believe Kellwoods stock price would decline significantly, likely to a level well below its trading price on September 18, 2007, in the absence of a sale of the Company.
BE SURE TO RECEIVE $21.00 IN CASH TENDER YOUR SHARES IMMEDIATELY
Sun Capital urges you to tender your stock today to make sure you receive $21.00 in cash for each of your Kellwood shares. Dont miss this opportunity tender now.
If you have any questions regarding tendering your shares please log on to www.kellwoodvalue.com/secfilings or call: D. F. King & Co., Inc. at (800) 269-6427.
We thank you for your support.
Sincerely,
/s/ Jason G. Bernzweig
Jason G. Bernzweig
Vice President
Sun Capital Securities Group, LLC
About Sun Capital
