Steinway Musical Instruments Inc. (NYSE:LVB), on Monday, said that it has received a higher buyout offer for the company from an investment firm, which is 9 percent higher than the original $438 million offer made by private equity firm Kohlberg & Co.
Steinway said it received a new offer of $38 a share, or $477 million, from another firm that remains unidentified, beating Kohlberg's offer priced at $35 a share, which had been accepted by the Waltham, Mass.-based company. The company's board had agreed, on June 30, to Kohlberg’s offer but the agreement provides for a 45-day “go-shop” period during which Steinway can scout for better bids, which ends on Aug. 15, according to a statement released at the time.
In Monday's statement, Steinway said that the second offer from a company, which it identified as “an affiliate of an investment firm with over $15 billion under management” is superior to that of Kohlberg’s offer. Steinway, on Aug. 11, informed Kohlberg of the second offer and the Mt. Kisco, N.Y.-based investment firm has three days to renegotiate the deal, and to match or better the offer made by the second bidder.
“If the Company’s board of directors determines that the offer continues to constitute a superior proposal after the expiration of such period, the Company expects to terminate the Kohlberg Merger Agreement and related documents and to enter into the merger agreement relating to the Superior Proposal,” the statement said.
However, Steinway, which has already signed a definitive merger agreement with Kohlberg would be required to pay $6.67 million as a termination fee, to get out of the Kohlberg deal. On the other hand, according to the agreement, if Steinway breaks the agreement after the expiry of the 45-day “go-shop” period, which ends Thursday, the company will have to pay a termination fee of $13.35 million.
However, some of the shareholders have moved court alleging that the termination fee is too high and would prevent the iconic company from accepting higher bids. The shareholders also claimed the offer price of $35 by Kohlberg was too low and that Steinway’s board had breached its fiduciary duty by not acting in the best interests of the company’s shareholders.
Both Kohlberg and the unidentified bidder intend to take Steinway private upon completion of the transaction. The company's revenues grew by 8 percent, aided by climbing sales of its pianos and band instruments, to $92.4 million in the second quarter compared to the same period in 2012.
Steinway shares rallied above the new offer price to $39.90 in intraday trading on Monday, and closed up 9 percent at $39.59.