WALTHAM, Mass., Aug. 12, 2013 /PRNewswire/ -- Steinway
Musical Instruments, Inc. (the "Company") (NYSE: LVB) today
announced that it received a definitive offer to acquire all of the
outstanding shares of the Company's common stock at a purchase
price of $38.00 per share in cash
from an affiliate of an investment firm with over $15 billion under management. The definitive
offer includes a fully negotiated merger agreement and the related
financing commitments.
After careful consideration and consultation with its financial
advisors and legal counsel, the Company's board of directors,
consisting of all disinterested directors, has determined that the
offer constitutes a Superior Proposal, as defined in the previously
announced Agreement and Plan of Merger dated June 30, 2013 (the "Kohlberg Merger Agreement")
by and among the Company and affiliates of Kohlberg & Company,
L.L.C. ("Kohlberg"), pursuant to which Kohlberg agreed to acquire
all of the outstanding shares of the Company's common stock at a
purchase price of $35.00 per share in
cash. In accordance with the Kohlberg Merger Agreement, the Company
provided notice to Kohlberg on August 11,
2013 of the board of directors' determination that the offer
from the bidder constitutes a Superior Proposal, and that the
Company is prepared to negotiate in good faith with Kohlberg, if
Kohlberg so desires, to adjust the terms of the Kohlberg Merger
Agreement such that the offer from the bidder no longer constitutes
a Superior Proposal.
Under the Kohlberg Merger Agreement, Kohlberg has certain
matching rights, including the right to make adjustments in the
terms and conditions of the Kohlberg Merger Agreement and related
documents prior to the expiration of a three-business-day period
ending on August 14, 2013. If the
Company's board of directors determines that the offer continues to
constitute a Superior Proposal after the expiration of such period,
the Company expects to terminate the Kohlberg Merger Agreement and
related documents and to enter into the merger agreement relating
to the Superior Proposal.
The Company's board of directors has not changed its
recommendation with respect to the pending transaction with
Kohlberg.
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.
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 common stock have been made pursuant to a tender offer
statement on Schedule TO, containing an offer to purchase and
related tender offer documents, filed by Kohlberg and certain of
its affiliates with the Securities and Exchange Commission (the
"SEC") on July 15, 2013. The Company
filed a solicitation/recommendation statement on Schedule 14D-9
with respect to the tender offer with the SEC on July 15, 2013. The tender offer statement
(including an offer to purchase, a related letter of transmittal
and other tender offer documents) and the
solicitation/recommendation statement, and any amendments thereto,
contain important information that should be read carefully before
any decision is made with respect to the tender offer. These
materials are available to the Company's stockholders 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) are available at no charge at the SEC's website
(www.sec.gov).
Cautionary Notice 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 the
closing will be delayed, the risk that the Company's businesses
will suffer due to uncertainty related to the transaction, the
competitive environment in our 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.
Company
Contact:
|
Investor
Relations Contact:
|
Julie A.
Theriault
|
Harriet
Fried
|
Steinway Musical
Instruments, Inc.
|
LHA
|
(781)
894-9770
|
(212)
838-3777
|
ir@steinwaymusical.com
|
hfried@lhai.com
|
SOURCE Steinway Musical Instruments, Inc.