KSTW Acquisition, Inc. Commences Tender Offer For All Shares Of Steinway Musical Instruments, Inc.
MOUNT KISCO, N.Y., July 15, 2013 /PRNewswire/ -- In connection with the previously announced merger agreement entered into to acquire Steinway Musical Instruments, Inc. (NYSE: LVB) (the "Company"), Kohlberg & Company, L.L.C. ("Kohlberg") today announced that KSTW Acquisition, Inc. ("Purchaser") has 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 tendered their shares in the tender offer will receive $35.00 per share, in cash, payable without interest and less any applicable withholding taxes. Purchaser and its parent company, KSTW Holdings, Inc. ("Parent"), are affiliates of Kohlberg.
On July 1, 2013, the Company and Kohlberg announced that the Company, Parent and Purchaser had signed a definitive merger agreement pursuant to which the tender offer would be made. The Company's board of directors, consisting of all disinterested directors, has unanimously approved the terms of the merger agreement, including the tender offer.
Under the terms of the merger agreement, the tender offer is conditioned upon, among other things, the valid tender of the number of shares that would represent at least a majority of the shares of Company common stock, Parent's receipt of the proceeds of the debt financing, the Company's rights agreement having no force or effect as a result of the tender offer or merger, the receipt of the Federal Trade Commission's approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the receipt of any applicable consents or approvals under German antitrust or merger control laws and other customary closing conditions.Pursuant to the merger agreement, upon 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 or the Company or its 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 $35.00 per share, in cash, payable without interest and less any applicable withholding taxes. Parent and Purchaser are filing with the Securities and Exchange Commission ("SEC") today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the tender offer. Additionally, the Company is filing with the SEC today a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company's board of directors that the Company's stockholders tender their shares in the tender offer.
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