AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL INTEGRATED, LLC CARDINAL GROUP INTEGRATED, INC. AND KELLWOOD COMPANY February 10, 2008Agreement and Plan of Merger • February 11th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 10, 2008, by and among Cardinal Integrated, LLC, a Delaware limited liability company (“Parent”), Cardinal Group Integrated, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Kellwood Company, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I hereof.
Banc of America Securities LLC February 10, 2008 The Board of Directors Kellwood Company 600 Kellwood Parkway Chesterfield, Missouri 63017 Members of the Board of Directors:Kellwood Co • February 11th, 2008 • Women's, misses', and juniors outerwear
We understand that Kellwood Company (“Kellwood”) proposes to enter into the Agreement and Plan of Merger, dated February 10, 2008 (the “Agreement”), among Kellwood, Cardinal Integrated, LLC (“Parent”), Cardinal Group Integrated, Inc., a wholly owned subsidiary of Parent (“Merger Sub” and, together with Parent, “Sun Capital”), which provides, among other things, for (i) the tender offer by Parent (the “Offer”) for all outstanding shares of common stock, par value $0.01 per share (the “Kellwood Common Stock”) of Kellwood for $21.00 per share net in cash, and (ii) the subsequent merger (the “Merger” and together with the Offer, the “Transaction”) of Merger Sub with and into Kellwood. The Agreement provides that, pursuant to the Offer and the Merger, stockholders of Kellwood will be entitled to receive consideration equal to $21.00 per share in cash (the “Consideration”) for each share of Kellwood Common Stock held by them, other than (i) shares of Kellwood Common Stock directly or indirec
AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • February 11th, 2008 • Kellwood Co • Women's, misses', and juniors outerwear
This Amendment is made and entered into as of February 11, 2008 (this “Amendment”) to the Amended and Restated Rights Agreement, dated as of April 19, 2007 (the “Rights Agreement”), between KELLWOOD COMPANY, a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER AND TRUST COMPANY, a trust company organized under the laws of the State of New York (the “Rights Agent”).
