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Recent Events
6 Months Ended
Jun. 30, 2013
Recent Events  
Recent Events

(3)                                 Recent Events

 

On June 30, 2013, Steinway Musical Instruments, Inc. (“SMI”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with KSTW Holdings, Inc., a Delaware corporation (“Parent”), and KSTW Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), providing for the merger of Acquisition Sub with and into SMI, with SMI being the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).  Parent and Acquisition Sub are affiliates of Kohlberg Management VII, L.P. (“Kohlberg”).

 

On July 15, 2013, Acquisition Sub commenced a cash tender offer (the “Offer”) to acquire all of the outstanding shares of SMI common stock.  Upon the successful closing of the Offer, stockholders of SMI who tender their shares in the Offer will receive $35.00 per share, in cash, payable without interest and less any applicable withholding taxes.

 

The Offer will expire at 11:59 p.m., New York City time, on August 21, 2013, unless extended in accordance with the terms of the Merger Agreement and the applicable rules and regulations of the SEC.  Consummation of the Offer is subject to customary conditions, including, among others, (i) the valid tender of the number of shares that would represent at least a majority of the outstanding shares of common stock of SMI; (ii) Parent’s receipt of the proceeds of the debt financing; (iii) the Rights Agreement shall have no force or effect with respect to the Offer and the Merger; (iv) the absence of certain legal impediments to the consummation of the Merger; and (v) the absence of any change, event or occurrence that has had or would reasonably be expected to have a material adverse effect on SMI.

 

The Merger Agreement provides for a 45-day “go-shop” period, which will end on August 14, 2013, during which time SMI may solicit alternative proposals to the transaction with Kohlberg. Any shares not tendered in the Offer will be acquired in a second-step merger at the same cash price as paid in the Offer.  The transaction is expected to close in the third quarter of 2013.