low vol music: buyout in the works, Adopts poison pill
Bought some a few days back 21.73, added today 22.01 - 22.40
Steinway Adopts Stockholder Rights Plan
WALTHAM, Mass., Sept. 26, 2011 /PRNewswire/ -- Steinway Musical Instruments, Inc. (NYSE:LVB - News), today announced that its Board of Directors has adopted a Stockholder Rights Plan under which stockholders will receive rights to purchase shares of a new series of preferred stock. The rights will be distributed to all stockholders of record of the Company's common stock as of October 7, 2011.
The plan was adopted to insure the fair and equal treatment of Steinway's stockholders in connection with any initiative to acquire effective control of the Company. It is intended to reduce the likelihood that any person or group would gain control of Steinway by open market accumulation or otherwise without paying a control premium for all common stock. Because the rights may be redeemed by the Board under certain circumstances, they will not prevent the Board from considering any transaction that is determined by the Board to be fair, advisable and in the best interests of all of Steinway's stockholders.
To effect the plan, the Board declared a dividend of one right on each outstanding share of the Company's common stock. The rights become exercisable if any person or group acquires 10% or more (or, in the case of Samick Musical Instruments Co., Ltd. and its affiliates, 35% or more) of Steinway's common stock.
If the rights become exercisable, each right will initially entitle the holder to acquire one one-hundredth (1/100) of a share of a new series of preferred stock at an exercise price of $75 per right. In addition, under certain circumstances, the rights will entitle the holders (other than the person or group triggering the rights) to buy shares of Steinway's common stock with a cumulative market value of two times the exercise price at a 50% discount off the then current price. Because the rights of any person or group acquiring the specified ownership percentage become void, that person or group would be subject to significant dilution in their holdings.
Until the rights become exercisable, they will not be evidenced by separate certificates and will trade automatically with the Company's common stock. The rights will expire on September 26, 2021, unless extended or earlier redeemed or exchanged by Steinway pursuant to the terms of the plan.
Further details about the plan will be contained in a Form 8-K to be filed by the Company with the Securities and Exchange Commission.
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Steinway Acknowledges Unsolicited Proposal for Band Business; Announces New Chairman
WALTHAM, Mass., July 5, 2011 /PRNewswire/ -- Steinway Musical Instruments, Inc. (NYSE:LVB - News), one of the world's leading manufacturers of musical instruments, announced that Chairman Kyle Kirkland, CEO Dana Messina, Conn-Selmer President John Stoner, and certain members of management made an unsolicited proposal to acquire the Company's band instrument and online music divisions. In connection with the proposal, Mr. Kirkland has agreed to step down as the Company's Chairman, a position he has held since 1995.
The board has appointed a Special Committee to consider this proposal and strategic alternatives. In addition, the board has appointed Michael Sweeney, one of the Company's independent directors, to the position of Chairman. Mr. Sweeney is currently Chairman of the Board of Star Tribune Media Holdings and previously served as the president of Starbucks Coffee Company (UK) Ltd.
"First, it was a profound honor for me to serve as Chairman of the Company for so many years. Dana Messina and I have always felt that it was our duty to maintain the integrity of this American icon, and I believe we have been successful despite many economic and competitive challenges," stated Mr. Kirkland. "Second, although it was a difficult decision for me to step down, we felt it was appropriate to have an independent director lead the board through the process of evaluating offers for company assets. Finally, I am looking forward to continuing as an active member of the board and will serve the interests of all our stakeholders with the same respect for our people and brands that I've always had."
Mr. Messina said, "On behalf of the board and management, we'd like to thank Kyle for his vision and leadership over the last 16 years. Nearly two decades ago, we started on a journey which resulted in the creation of one of the world's most prestigious musical instrument companies. Since that time, we have sold over $5 billion of musical instruments, generated steady returns to investors and provided rewarding employment to thousands of employees. Our products are better than they've ever been and our balance sheet is solid. Mr. Kirkland's legacy with Steinway is secure."
In connection with Mr. Kirkland's departure as Chairman, the Company will recognize a severance charge of $1.1 million. Details of the management offer for the band and online music businesses have not been disclosed. There can be no assurance that any potential purchaser or the Company will enter into a definitive agreement for any transaction or that any transaction will be completed.
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Steinway Musical Instruments Announces Retention of Allen & Company LLC to Assist in Evaluating Strategic Alternatives
WALTHAM, Mass., July 21, 2011 /PRNewswire/ -- Steinway Musical Instruments, Inc. (NYSE:LVB - News), one of the world's leading manufacturers of musical instruments, today announced that Allen & Company LLC has been retained to assist the Company's Special Committee in evaluating strategic alternatives, including the previously announced possible sale of the Company's band instrument and online music divisions. The Company cautions, however, that there can be no assurance that this evaluation will result in any specific transaction or, if any specific transaction is to occur, the timing of such a transaction. The Company does not undertake any obligation to make any further announcement or disclosure of any further developments with respect to its evaluation of strategic alternatives.
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Steinway Raises $27 Million in Capital
Press Release Source: Steinway Musical Instruments, Inc. On Tuesday March 30, 2010, 4:00 pm EDT
WALTHAM, Mass., March 30 /PRNewswire-FirstCall/ -- Steinway Musical Instruments, Inc. (NYSE:LVB - News), one of the world's leading manufacturers of musical instruments, today announced that, pursuant to the previously announced subscription agreement, Samick Musical Instruments Co., Ltd. has exercised its option to purchase an additional 1.7 million shares of ordinary common stock at an exercise price of $16 per share. Steinway intends to use the proceeds to retire outstanding debt and for general corporate purposes.
====thoughts====
I think Samick offers to purchase piano business and real estate holdings and directors purchase band division.
With poison pill just approved, I am assuming that the current share price is not acceptable thus the pill. What is the fair value of the company? I find it hard to value the real estate portion and the manufacturing facilities but a guess is around $30 per share.
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