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 musical instruments.
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into and not validly withdrawn from the tender offer.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and not validly withdrawn have been accepted for payment.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
listed.
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 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.
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:
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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.