Kanagawa 210-8569 Japan
Contacts for D&M Holdings:
Yoshiyuki Honda (Japan)
Gail Petersen (US)
Contact for Bain Capital Partners:
Stanton Crenshaw Communications
For Immediate Release
D&M Holdings Announces Tender Offer Agreement with Bain Capital
Tender Offer of 510 Yen per Share to Shareholders to Follow
Tokyo, Japan, June 20, 2008 — D&M Holdings Inc. (TSE 1:6735) and Bain Capital Partners LLC today announced that they have entered into an agreement, under which an acquisition corporation owned by investment funds advised by Bain Capital Partners LLC will launch a tender offer for all of the shares of D&M Holdings at a price of 510 yen per share of common stock. This price represents a premium of 37.1% over the average closing share price in the six months prior to June 19, 2008, and a premium of 68.9% over the unaffected closing share price on January 23, 2008, the day prior to the emergence of press speculation regarding a potential transaction involving the company. Following the completion of the tender offer process, the shares of D&M Holdings would be delisted from the Tokyo Stock Exchange.
“After an exhaustive review of strategic options, we have determined that this offer from Bain Capital represents the best overall value for our shareholders. The next few years should be an exciting time for D&M as we enter another phase in our development,” said Chairman and Chief Executive Officer Eric C. Evans. “If Bain Capital acquires D&M through the tender offer, we believe we will be better positioned as a privately held company to be more flexible in the fast-paced changing markets in which we compete. We will also have wider latitude to invest for medium- and long-term growth.”
During the past six years, D&M Holdings has become a leading provider of products and solutions to the premium consumer and commercial audio-visual electronics markets. Through a series of successful acquisitions and integrations, D&M Holdings has built a global portfolio of premium brands and has established an efficiently managed, scalable, and integrated operating platform. Going forward, the Company intends to continue its active pursuit of acquisitions and growth in the consumer, commercial and automotive audio video businesses.
D&M Holdings’ Board of Directors has agreed that the Bain Capital tender offer is in the best interests of the company. The Board of Directors will formally consider a resolution to recommend the tender offer to shareholders at the time the offer is launched.
The tender offer by Bain Capital is scheduled to be launched following the signing of the tender offer agreement. Bain Capital intends to purchase 100% of the shares of D&M Holdings. Any remaining outstanding shares would be obtained through subsequent the stages of the acquisition process. The entire process is subject to various legal conditions and clearances.
In addition, Bain Capital entered into an agreement today with RHJ International, S.A. (RHJI), D&M Holdings’ largest shareholder, under which RHJI has agreed to tender all its shares (45,323,160 shares or approximately 48.5% of fully diluted shares outstanding) of D&M Holdings to Bain Capital.
Morgan Stanley Japan Securities Co., Ltd. is acting as financial advisor to D&M Holdings in this transaction. Additional information regarding the tender offer will be released when the details have been determined.
About D&M Holdings
D&M Holdings is a global operating company providing worldwide management and distribution platforms for premium consumer, automotive, commercial and professional audio and video businesses including Denon, Marantz, McIntosh Laboratory, Boston Acoustics, Snell Acoustics, Escienta, Calrec Audio, Denon DJ, Allen & Heath, D&M Professional and D&M Premium Sound Solutions. Our technologies improve the quality of any audio and visual experience. All product and brand names with a trademark symbol are trademarks or registered trademarks of D&M Holdings or its subsidiaries. For more information visit www.dm-holdings.com.
About Bain Capital
Bain Capital is a global private investment firm that manages several pools of capital, including private equity, venture capital, and public equity and leveraged debt assets with more than $78 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in more than 300 companies in a variety of industries around the world, including Burger King, Dunkin’ Brands, AMC Theaters, MEI Conlux, NXP, Sun Telephone, Toys “R” Us, Warner Music Group, Sensata Technologies and FCI. The firm has a team of over 300 professionals dedicated to investing in and supporting its portfolio companies. Headquartered in Boston, Bain Capital has offices in Tokyo, Hong Kong, Shanghai, New York, London, and Munich.
Forward Looking Statement
Statements in this news release regarding D&M Holdings, Inc. that are not statements of historical fact may include forward looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are just predictions and that actual events or results may differ materially. Forward looking statements involve a number of risks and uncertainties surrounding the integration of the company’s acquisitions, competitive and industry conditions, targeted cost savings programs, market acceptance for the company’s products, technological changes, developing industry standards and other factors related to the company’s businesses.