MOUNT KISCO, N.Y.,
July 15, 2013 /PRNewswire/ -- In connection with the
previously announced merger agreement entered into to acquire
Steinway Musical Instruments, Inc. (NYSE: LVB) (the "Company"),
Kohlberg & Company, L.L.C. ("Kohlberg") today announced
that KSTW Acquisition, Inc. ("Purchaser") has commenced a cash
tender offer to acquire all of the outstanding shares of the
Company's common stock. Upon the successful closing of the tender
offer, stockholders of the Company who tendered their shares in the
tender offer will receive $35.00 per
share, in cash, payable without interest and less any applicable
withholding taxes. Purchaser and its parent company, KSTW Holdings,
Inc. ("Parent"), are affiliates of Kohlberg.
(Logo: http://photos.prnewswire.com/prnh/20130715/CL47566LOGO
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On July 1, 2013, the Company and Kohlberg announced that
the Company, Parent and Purchaser had signed a definitive merger
agreement pursuant to which the tender offer would be made. The
Company's board of directors, consisting of all disinterested
directors, has unanimously approved the terms of the merger
agreement, including the tender offer.
Under the terms of the merger agreement, the tender offer is
conditioned upon, among other things, the valid tender of the
number of shares that would represent at least a majority of the
shares of Company common stock, Parent's receipt of the proceeds of
the debt financing, the Company's rights agreement having no force
or effect as a result of the tender offer or merger, the receipt of
the Federal Trade Commission's approval under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, the receipt of any applicable
consents or approvals under German antitrust or merger control laws
and other customary closing conditions.
Pursuant to the merger agreement, upon completion of the tender
offer and the satisfaction or waiver of all conditions, Purchaser
will merge with and into the Company and all outstanding shares of
the Company's common stock, other than shares held by Parent,
Purchaser or the Company or its subsidiaries or shares held by the
Company's stockholders who validly exercise appraisal rights under
Delaware law, will be converted
into the right to receive $35.00 per
share, in cash, payable without interest and less any applicable
withholding taxes.
Parent and Purchaser are filing with the Securities and Exchange
Commission ("SEC") today a tender offer statement on Schedule TO,
including an offer to purchase and related letter of transmittal,
setting forth in detail the terms of the tender offer.
Additionally, the Company is filing with the SEC today a
solicitation/recommendation statement on Schedule 14D-9 setting
forth in detail, among other things, the recommendation of the
Company's board of directors that the Company's stockholders tender
their shares in the tender offer.
The tender offer and withdrawal rights are scheduled to expire
at 11:59 P.M., New York City time, on Wednesday,
August 21, 2013, unless the offer is extended or earlier
terminated.
About Steinway Musical Instruments, Inc.
Steinway Musical Instruments, Inc., through its Steinway
and Conn-Selmer divisions, is a global leader in the design,
manufacture, marketing and distribution of high quality musical
instruments. These products include Bach Stradivarius trumpets,
Selmer Paris saxophones,
C.G. Conn French horns, Leblanc clarinets, King trombones,
Ludwig snare drums and Steinway & Sons pianos. Through its
online music retailer, ArkivMusic, the Company also produces and
distributes classical music recordings. For more information about
Steinway Musical Instruments, Inc. please visit the Company's
website at www.steinwaymusical.com.
About Kohlberg & Company
Kohlberg & Company, L.L.C. ("Kohlberg") is a leading
private equity firm headquartered in Mount Kisco, New York. Since its
inception in 1987, Kohlberg has completed 60 platform investments
and more than 100 add-on acquisitions, with aggregate transaction
value in excess of $9
billion. Kohlberg has invested over $3 billion of equity capital over its history and
is currently investing its seventh private equity fund, Kohlberg
Investors VII. For more information, visit
www.kohlberg.com.
Notice to Investors
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of the Company's common stock is being
made pursuant to an offer to purchase and related materials that
affiliates of Kohlberg have filed with the SEC. Affiliates of
Kohlberg are filing a tender offer statement on Schedule TO with
the SEC today in connection with the commencement of the offer, and
the Company is filing a solicitation/recommendation statement on
Schedule 14D-9 with the SEC today with respect to the tender offer.
The tender offer statement (including an offer to purchase, a
related letter of transmittal and other tender offer documents) and
the solicitation/recommendation statement contain important
information that should be read carefully before making any
decision to tender securities in the tender offer. These materials
will be made available to the Company's shareholders at no expense
to them and may also be obtained by contacting the Company's
Investor Relations Department at 800 South Street,
Suite 305, Waltham,
Massachusetts 02453, telephone number (781) 894-9770 or
ir@steinwaymusical.com. All of these materials (and all other
tender offer documents filed with the SEC) will also be made
available at no charge at the SEC's website (www.sec.gov).
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements with
respect to the tender offer and related transactions, including the
benefits expected from the acquisition and the expected timing of
the completion of the transaction. When used in this press
release, the words "can," "will," "intends," "expects," "is
expected," similar expressions and any other statements that are
not historical facts are intended to identify those assertions as
forward-looking statements. Such statements are based on a
number of assumptions that could ultimately prove inaccurate, and
are subject to a number of risk factors, including uncertainties
regarding the timing of the closing of the transaction,
uncertainties as to the number of stockholders of the Company who
may tender their stock in the tender offer, the possibility that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction, and general economic and
business conditions. The Company does not assume any
obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise. Factors
that could cause actual results of the tender offer to differ
materially include the following: the risk of failing to obtain any
regulatory approvals or satisfy conditions to the transaction, the
risk that Kohlberg is unable to obtain adequate financing, the risk
that the transaction will not close or that closing will be
delayed, the risk that the Company's businesses will suffer due to
uncertainty related to the transaction, the competitive environment
in the Company's industry and competitive responses to the
transaction as well as risk factors set forth above. Further
information on factors that could affect the Company's financial
results is provided in documents filed by the Company with the SEC,
including the Company's recent filings on Form 10-Q and
Form 10-K.
Contact:
Christopher W. Anderson
Kohlberg & Company
111 Radio Circle
Mount Kisco, New York 10549
(914) 241-7430
SOURCE Kohlberg & Company, L.L.C.