On September 5, Steinway Musical Instruments, Inc. (the “Company”) (NYSE: LVB) and investment firm Paulson & Co. Inc. (“Paulson”) 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.
