Paulson & Co. to Acquire Steinway Musical Instruments for $40 Per Share
WALTHAM, Mass., Aug. 14, 2013
WALTHAM, Mass., Aug. 14, 2013 /PRNewswire/ --Steinway Musical Instruments,
Inc. ("Steinway" or the "Company") (NYSE: LVB) and investment firm Paulson &
Co. Inc. ("Paulson") today announced that entities affiliated with Paulson and
the Company have entered into a definitive merger agreement (the "Paulson
Merger Agreement") for the acquisition of the Company in a transaction valued
at approximately $512 million. Upon the completion of the transaction,
Steinway will become a privately held company.
On August 13, 2013, Kohlberg & Company delivered notice to Steinway that it
would not match the terms of the Paulson Merger Agreement. Subsequently,
Steinway terminated its previously announced merger agreement with Kohlberg
and will pay the firm a termination fee of approximately $6.7 million.
Under the terms of the Paulson Merger Agreement, an affiliate of Paulson is
required to commence a tender offer to acquire all outstanding shares of the
Company's common stock for $40.00 per share in cash. The Company's Board of
Directors, representing all of the disinterested directors, unanimously
recommends that stockholders tender their shares in the Paulson tender offer
once it is launched.
John Paulson, President of Paulson & Co. Inc., said, "Steinway has a 160-year
history of manufacturing the highest quality pianos and musical instruments.
The Company's proven business model and highly skilled employees provide a
strong foundation on which to expand. We fully intend to maintain the superb
quality of Steinway's musical instruments, which are the finest in the
Michael Sweeney, Chairman and CEO of Steinway stated, "The Company conducted a
comprehensive "go-shop" process resulting in Paulson's offer, which reflects
the attractive value of the Company's heritage and growth opportunities. At
$5.00 per share more than the offer from Kohlberg, this transaction provides
shareholders significant additional value for their investment. At the same
time, our employees, dealers, artists, and customers can rest assured that
Steinway will be in excellent hands under John Paulson's stewardship. He
shares the Company's commitment to the musical community and embraces our
strategies to fully leverage our premier brands and extend our market
leadership. We look forward to much success in this next chapter for
The tender offer is required to be commenced within 5 business days and to
remain open for at least 20 business days after launch. Any shares not
tendered in the tender offer will be acquired in a second-step merger at the
same cash price as paid in the tender offer.
Closing of the tender offer is conditioned upon customary closing conditions,
including the expiration or termination of the applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act and receipt of German
antitrust approvals. The offer is not subject to a financing condition. The
transaction is expected to close in late September.
The Paulson Merger Agreement does not provide for a "go-shop" period, but the
Company is permitted to respond to unsolicited offers in certain
circumstances, and ultimately, to accept a Superior Proposal (as defined in
the Paulson Merger Agreement) until the closing of the tender offer, subject
to payment of a termination fee of approximately $13.4 million.
Allen & Company LLC is serving as financial advisor to the Company in this
transaction. Skadden, Arps, Slate, Meagher & Flom LLP and Gibson, Dunn &
Crutcher LLP are acting as legal advisors to the Company. Akin Gump Strauss
Hauer & Feld LLP is acting as Paulson's legal advisor.
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
About Paulson & Co. Inc.
Paulson & Co. Inc. is an investment management firm with approximately US$18
billion in assets under management and has offices in New York, London and
Notice to Investors
The Paulson tender offer for the outstanding common stock of the Company
referred to in this press release has not yet commenced. 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 will be made pursuant to an offer to purchase and related
materials that Paulson intends to file with the Securities and Exchange
Commission (the "SEC"). At the time the tender offer is commenced, Paulson
will file a Tender Offer Statement on Schedule TO with the SEC, and thereafter
the Company will file a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. The Tender Offer Statement (including
an Offer to Purchase, a related Letter of Transmittal and other offer
documents) and the Solicitation/Recommendation Statement on Schedule 14D-9
will contain important information that should be read carefully and
considered before any decision is made with respect to the tender offer. These
materials will be sent free of charge to all stockholders of the Company when
available. In addition, all of these materials (and all other materials filed
by the Company with the SEC) will be available at no charge from the SEC
through its website at 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. Risk factors that could cause actual results of the
tender offer to differ materially include the following: failure to obtain any
regulatory approvals or satisfy conditions to the transaction, the inability
to obtain adequate financing, 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 Jody Burfening
Steinway Musical Instruments, Inc. LHA
(781) 894-9770 (212) 838-3777
Kekst and Company
SOURCE Steinway Musical Instruments, Inc.
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