WALTHAM, Mass., Sept. 5,
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, and investment firm Paulson & Co. Inc. ("Paulson")
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 Pianissimo Acquisition Corp. ("Purchaser"),
an affiliate of Paulson. Accordingly, the condition to the closing
of the Acquisition with respect to the expiration of the applicable
waiting period under the HSR Act has been satisfied.
As previously disclosed, on August 21,
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
$40.00 per share, net to the seller
in cash, without interest thereon 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
August 21, 2013, as amended from time
to time, and a merger agreement entered into on August 14, 2013 by and among the Company,
Pianissimo Holdings Corp. ("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, the
Company or any of their respective 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 $40.00 per share, in cash, payable without
interest thereon and less any applicable withholding taxes.
The tender offer will expire at midnight, New York City time, at the end of the day on
September 18, 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 Paulson
with the SEC on August 21, 2013, as
amended from time to time.
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 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 Hong
Kong.
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, Parent and Paulson with the SEC on August 21, 2013. The Company filed a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer with the SEC on August 21, 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, each as may be amended from
time to time, 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. 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:
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Investor Relations
Contact:
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Julie A.
Theriault
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Harriet
Fried
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Steinway Musical
Instruments, Inc.
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LHA
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(781)
894-9770
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(212)
838-3777
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ir@steinwaymusical.com
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hfried@lhai.com
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Paulson
Contact:
Dawn Dover
Kekst and
Company
(212)
521-4817
dawn-dover@kekst.com
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SOURCE Steinway Musical Instruments, Inc.