WALTHAM, Mass., July 23,
2013 /PRNewswire/ -- Steinway Musical Instruments, Inc.
(the "Company") (NYSE: LVB), a global leader in the design,
manufacture, marketing and distribution of high quality musical
instruments, today announced that the Federal Trade Commission (the
"FTC") has granted early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), relating to the previously announced
proposed acquisition (the "Acquisition") of all outstanding shares
of common stock of the Company by KSTW Acquisition, Inc.
("Purchaser"), an affiliate of Kohlberg & Company, L.L.C.
("Kohlberg"), a leading private equity firm. The Company has also
received written notification from Germany's Federal Cartel Office that the
Acquisition has been cleared to proceed. Accordingly, the condition
to the closing of the Acquisition with respect to the expiration of
the applicable waiting periods under the HSR Act and approval by
Germany's Federal Cartel Office
has been satisfied.
As previously disclosed, on July 15,
2013, Purchaser 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 tender their shares in the tender offer will receive
$35.00 per share, in cash, payable
without interest and less any applicable withholding taxes. The
tender offer is being made pursuant to an offer to purchase and a
related letter of transmittal, each dated July 15, 2013, and a merger agreement entered
into on June 30, 2013 by and among
the Company, KSTW Holdings, Inc. ("Parent") and Purchaser. Pursuant
to the merger agreement, after 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.
The tender offer will expire at 11:59
p.m., New York City time,
on August 21, 2013, unless extended
in accordance with the terms of the merger agreement and the
applicable rules and regulations of the Securities
and Exchange Commission (the "SEC"). The completion of the
tender offer remains subject to certain conditions as described in
the tender offer statement on Schedule TO filed by Parent,
Purchaser and an affiliate of Kohlberg with the SEC on June 15, 2013.
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. 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 common stock has been
made pursuant to a tender offer statement on Schedule TO,
containing an offer to purchase and related tender offer documents,
filed by Purchaser and certain of its affiliates with 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 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 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) will also
be made 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
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/Jody
Burfening
|
Steinway Musical
Instruments, Inc.
|
LHA
|
(781)
894-9770
|
(212)
838-3777
|
ir@steinwaymusical.com
|
hfried@lhai.com
|
SOURCE Steinway Musical Instruments, Inc.