Kenneth Cole's Proposed Breakup With Investors Heads to Court

Kenneth Cole made an offer to investors in his company last week, and quickly found out that starting low is not the way to go. In a bid to take his company private after nearly 20 years on the big board, Cole offered $15 per share, representing a premium of nearly 15% over the previous day's close, and valuing the company at $280 million. As often happens in cases when a buyout is offered, however, the stock promptly climbed to more than Cole's offer. Investors cried foul, and lawyers were called in. As they say, breaking up is hard to do, particularly when one of the parties involved feels taken advantage of.

Cole's reasons for taking the company private seem transparent enough, as he claims that innovation at Kenneth Cole Productions (NYSE: KCP  ) is being stifled by its public persona. In his letter to Kenneth Cole's board of directors, he even stipulates that a special committee will be convened to consider all aspects of the deal, and to explore other offers. Of course, Cole owns 47% of the company's stock, and controls 89% of the votes. Oh, and there don't seem to be any other suitors who would want to buy the company out from under its chairman and chief creative officer.

Many retailers suffered during the recession, though those in the high-end sector did very well. Unlike Michael Kors (NYSE: KORS  ) , which has seen its sales increase over 80% from last year and whose stock has more than doubled since its IPO last December, Kenneth Cole saw its sales drop and its margins squeezed, and a stock that traded at $20 before the downturn lost half its value, dropping to $10 last fall. Less tony competitors like Phillips-Van Heusen (NYSE: PVH  ) , whose Calvin Klein and Tommy Hilfiger lines have seen robust sales, have also fared well.

The timing of the buyout offer seems a bit off, considering that Kenneth Cole is doing better as of late. The company's fourth-quarter results were much improved, reflecting changes including the closing of unprofitable stores, and the company's stock has risen over 50% in the past three months. Bloomberg Business notes that buyouts in the apparel sector usually involve a premium of approximately 38%, which would entail Cole bumping up his offer to at least $18 per share. Indeed, some investors feel that $20 would be more suitable, considering the brighter future the company now envisions.

Fool's take
It seems obvious that, for Cole to realize his vision and avoid litigation, his offer will have to rise substantially in order to quell the investors' outcry. When that happens, as it seems it must, a sour deal for investors will become considerably sweeter.

Will Kenneth Cole stay public? Who knows? But I've got other great retail plays that are here to stay public, and they've got gobs of cash. Check out our free report, "The Death of Wal-Mart: The Real Cash Kings Changing the Face of Retail," to discover how the new giants of retail are thriving despite the economic downturn -- and how you can profit, too!

Fool contributor Amanda Alix owns no shares in the companies mentioned above.

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