Steinway Musical Gets Increased Offer Of $38.00/Share - Quick Facts

(RTTNews) - Steinway Musical Instruments Inc. (LVB) announced that it received a definitive offer to acquire all of the outstanding shares of the Company's common stock at a purchase price of $38.00 per share in cash from an affiliate of an investment firm with over $15 billion under management.

The company said that its board has determined that the offer constitutes a Superior Proposal, as defined in the previously announced Agreement and Plan of Merger dated June 30, 2013 by and among the Company and affiliates of Kohlberg & Company, L.L.C., by which Kohlberg agreed to acquire all of the outstanding shares of the Company's common stock at a purchase price of $35.00 per share in cash.

The company noted that, in accordance with the Kohlberg Merger Agreement, it provided notice to Kohlberg on August 11, 2013 of the board of directors' determination that the offer from the bidder constitutes a Superior Proposal, and that the company is prepared to negotiate in good faith with Kohlberg, if Kohlberg so desires, to adjust the terms of the Kohlberg Merger Agreement such that the offer from the bidder no longer constitutes a Superior Proposal.

As per the Kohlberg Merger Agreement, Kohlberg has certain matching rights, including the right to make adjustments in the terms and conditions of the Kohlberg Merger Agreement and related documents prior to the expiration of a three-business-day period ending on August 14, 2013.

The company said it expects to terminate the Kohlberg Merger Agreement and related documents and to enter into the merger agreement relating to the Superior Proposal, if the company's board of directors determines that the offer continues to constitute a Superior Proposal after the expiration of such period.

However, the company said that its board has not changed its recommendation with respect to the pending transaction with Kohlberg.