Paulson & Co. Announces Completion of Acquisition of Steinway Musical
NEW YORK and WALTHAM, Mass., Sept. 19, 2013
NEW YORK and WALTHAM, Mass., Sept. 19, 2013 /PRNewswire/ --An affiliate of
investment firm Paulson & Co. Inc. ("Paulson") and Steinway Musical
Instruments,Inc. ("Steinway" or the "Company") (NYSE: LVB), today announced
the successful completion of Paulson's acquisition of Steinway, a global
leader in the design, manufacture, marketing and distribution of high quality
John Paulson, President of Paulson & Co. Inc., said, "Over the last 160 years,
Steinway has built an unprecedented reputation for excellence. We will uphold
that tradition with the continued uncompromising pursuit of perfection."
Michael Sweeney, Chief Executive Officer of Steinway, stated, "As we look
forward, we expect the entire Steinway family — dealers, artists and employees
— to benefit from the continued execution of our business strategies under
Paulson's ownership. Our customers will continue to enjoy the best-in-class
musical instruments and service they have come to expect from Steinway."
About the Acquisition
The acquisition was effected through a tender offer followed by a merger. The
tender offer, which was made at $40.00 per share pursuant to the definitive
merger agreement entered into among affiliates of Paulson and Steinway on
August 14, 2013, expired as scheduled at 12:00 midnight, New York City time,
at the end of the day on September 18, 2013. As of the expiration of the
tender offer, a total of 11,005,781 shares of the Company's common stock,
representing approximately 83.8% of the outstanding shares on a fully-diluted
basis, were validly tendered into and not validly withdrawn from the tender
offer. According to the terms of the tender offer, shares that were validly
tendered and not validly withdrawn have been accepted for payment. In
accordance with the merger agreement, the parties subsequently completed the
acquisition by an affiliate of Paulson merging with and into Steinway with
Steinway continuing as the surviving corporation and an affiliate of Paulson.
In the merger, each share of the Company's common stock issued and outstanding
immediately prior to the effective time of the merger, other than shares held
by Paulson, the Company or their respective subsidiaries, and shares held by
the Company's stockholders who properly exercised their appraisal rights under
Delaware law, was canceled and converted into the right to receive the $40.00
offer price per share, net to the seller in cash, without interest and less
any applicable withholding taxes. The Company's shares ceased trading on the
NYSE at the close of market on September 18, 2013, and will no longer be
Allen & Company LLC served as financial advisor to the Company in this
transaction. Skadden, Arps, Slate, Meagher & Flom LLP and Gibson, Dunn &
Crutcher LLP acted as legal advisors to the Company. Akin Gump Strauss Hauer
& Feld LLP acted 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
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. 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 general
economic and business conditions.The Company and Paulson do not assume any
obligation to update any forward-looking statement, whether as a result of new
information, future events or otherwise.Further information on factors that
could affect the Company's financial results is provided in documents filed by
the Company with the Securities and Exchange Commission, 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
Kekst and Company
SOURCE Steinway Musical Instruments, Inc.
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