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D&M Holdings Inc. to Acquire Boston Acoustics, Inc.
--Acquisition adds a premium loudspeaker brand to the D&M portfolio
& foothold in the audio automotive system business --
TOKYO and PEABODY, MA. â€“June 9, 2005 -- D&M Holdings Inc. (TSE II: 6735) and Boston Acoustics, Inc. (NASDAQ: BOSA), the premier manufacturer of high-performance audio systems, announced today the signing of a definitive merger agreement for D&M Holdings to acquire Boston Acoustics through its subsidiary D&M Holdings US Inc. D&M Holdings is the owner of Denon, Marantz, McIntosh Laboratory and the D&M Professional, ReplayTVÃ¢, RioÃ¢ and EscientÃ¢ brands.
D&M Holdings will acquire Boston Acoustics for $17.50 per share in cash for a total of approximately $76.0 million. This transaction is expected to be immediately accretive to D&Mâ€™s earnings upon closing.
Boston Acoustics designs, manufactures, and markets high performance audio products with its signature Boston Sound.â„¢ Its product categories are Home Speakers and Audio Systems, Speakers and Electronics for the Custom Installation market, All Weather Outdoor Speakers, Speakers and Amplifiers for the Automotive After-market and Systems for the Automotive OEM market. The companyâ€™s audio business includes tabletop models Recepter RadioÂ®, Recepter RadioÂ® HD, MicroSystem CD and Home Theater Systems. Boston Acoustics is the market leader for in-wall/in-ceiling speaker systems, and it supplies Boston Acoustics-branded speakers for the Chrysler 300, which is the 2005 Motor Trend Car of the Year, the Jeep Â® Grand Cherokee, the Dodge Magnum and the Dodge Charger. Boston Acoustics also owns the Snell brand of super premium speakers.
The acquisition of Boston Acoustics provides D&M with a premium speaker line and the ability to deliver customers a complete home entertainment solution. D&M branded products include premium A/V receivers, amplifiers and CD players; DVD players, DLP projectors and display plasma monitors; and digital media management systems. The acquisition also gives D&M a strong foothold in the automotive OEM business along with the ability to leverage all five premium brands--Denon, Marantz, McIntosh, Boston Acoustics and Snell--in that business.
D&M is planning to operate Boston Acoustics as a distinct brand but with the benefit of D&Mâ€™s sales, technology and cost synergies by leveraging product distribution channels, product development and back-office integration.
â€œAndy Kotsatos, co-founder and chairman of Boston Acoustics, has created an award-winning, innovative company with a strong design and engineering team,â€ said Tatsuo Kabumoto, chief executive officer of D&M Holdings. â€œWe will now build upon the success of this outstanding brand. We see significant opportunities to leverage marketing and sales activities. We also expect to find multi-brand opportunities in the automotive OEM business.â€
Said Andy Kotsatos: â€œThe benefits to us of joining D&M are enormous. They provide us with state-of-the-art technology and experience in home entertainment products. They will be able to help us grow our brand outside North America. And they will provide us with marketing know-how to substantially increase our table radio and music system business. We are delighted to be part of the companyâ€™s portfolio.â€
The transaction, which has been approved by the Board of Directors of Boston Acoustics, is subject to the approval of the companyâ€™s shareholders and the satisfaction of other customary closing conditions, including the receipt of required financing. Mr. Kotsatos, his wife and the Kotsatos family trusts and Daeg Partners LP have each agreed to vote their shares, representing approximately 33.2% and 4.8% of the voting stock of Boston Acoustics, respectively, in favor of the transaction. The transaction is expected to close by August 31, 2005.
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