Steinway's Dual Class Voting Structure to be Eliminated
WALTHAM, Mass., April 29, 2011
WALTHAM, Mass., April 29, 2011 /PRNewswire/ -- Steinway Musical Instruments,
Inc.(NYSE: LVB) today announced that shareholders of its ClassA common stock
have agreed to eliminate the dual class voting structure of the Company's
common stock. Under the current structure, the ClassA shares contain a super
voting provision, giving the ClassA shareholders 80% of the voting power of
the Company's capital stock. Under the new structure, every shareholder will
have one vote per share.
To effect the change, Steinway's Chairman, Kyle Kirkland, and CEO, Dana
Messina, will sell all of the existing ClassA shares to Steinway's two
largest shareholders, Samick Musical Instruments Co., Ltd. and ValueAct
SmallCap Partners, at $56.00 per share. Upon the sale, the ClassA common
stock will convert to Ordinary common stock with one vote per share. The
transaction, which is subject to regulatory approval, is expected to close
late in the second quarter. Upon closing, Samick and ValueAct will increase
their ownership of the Company's outstanding shares of Ordinary common stock
to 33% and 10%, respectively. A previously executed standstill agreement will
limit Samick's future share purchases and influence on the operations of the
Upon completion of the transaction, vesting of stock options and restricted
shares under the Company's Stock Compensation Plan will accelerate, except
with respect to the Chairman and CEO who have voluntarily waived accelerated
vesting of their options. This will result in an additional non-cash after-tax
charge of approximately $1.1 million in 2011.
"Steinway's operations have been extremely well managed yet we believe there
has been a trading discount on the Ordinary common shares associated with the
dual class structure," said Chairman Kyle Kirkland. "This transaction has the
potential to unlock share value for all shareholders and establish a stronger
foundation for Steinway's continued success. The Company is in its best
financial condition in decades and the prospects for our business, especially
in Asia, look very bright. Given our strength, market position and future
prospects, we felt that it was an opportune time to transition to full public
CEO Dana Messina added, "We expect our team to continue to manage the business
and to pursue the same strategies which have made us a world leader in the
musical instrument industry. This transaction represents an extraordinary
endorsement by our large shareholders of the outstanding dealers, managers and
employees that we have assembled worldwide. "
David Lockwood, Managing Partner of ValueAct SmallCap Partners and Steinway
board member, said, "As we transition from a controlled company to full public
ownership, I look forward to working with our dedicated team of managers,
employees and dealers to build upon the unique, deep and rich heritage of
Steinway. I believe our greatest successes lie ahead, as we begin this new
chapter in the 158-year story of our Company."
"Samick continues to be a proud shareholder," said J.S. Kim, Chairman of
Samick and Steinway board member. "We believe that the current management team
and strategies are right for Steinway and look forward to its continued
Concurrent with the sale, independent directors A. Clinton Allen, Rudolph K.
Kluiber and Peter McMillan will retire from the Company's board of directors
and three new directors will be appointed.
About Steinway Musical Instruments
Steinway Musical Instruments, Inc., through its Steinway and Conn-Selmer
divisions, is one of the world's leading manufacturers of musical instruments.
Its notable 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 .
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
This release contains "forward-looking statements" which represent the
Company's present expectations or beliefs concerning future events. The
Company cautions that such statements are necessarily based on certain
assumptions which are subject to risks and uncertainties which could cause
actual results to differ materially from those indicated in this release.
Further information on these risk factors is included in the Company's filings
with the Securities and Exchange Commission.
Contact: Julie A. Theriault
SOURCE Steinway Musical Instruments, Inc.
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