Boston Acoustics (NASDAQ:BOSA)
Historical Stock Chart
From Jun 2019 to Jun 2024
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, Mass., June 8 /PRNewswire-FirstCall/ -- 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, ReplayTV(R),
Rio(R) and Escient(R) 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&M's earnings upon closing.
Boston Acoustics designs, manufactures, and markets high performance audio
products with its signature Boston Sound(TM). 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
company's audio business includes tabletop models Recepter Radio(R), Recepter
Radio(R) 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 (R) 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&M's sales, technology and cost synergies by leveraging product
distribution channels, product development and back-office integration.
"Andy Kotsatos, co-founder and chairman of Boston Acoustics, has created an
award-winning, innovative company with a strong design and engineering team,"
said Tatsuo Kabumoto, chief executive officer of D&M Holdings. "We 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."
Said Andy Kotsatos: "The 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 company's portfolio."
The transaction, which has been approved by the Board of Directors of Boston
Acoustics, is subject to the approval of the company'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.
Boston Meridian, an investment bank that specializes in providing merger and
acquisition services and raising private capital for growth companies, served
as financial advisor and Nixon Peabody LLP served as legal advisor to Boston
Acoustics in the transaction. Simpson Thacher & Bartlett LLP served as legal
advisor to D&M Holdings.
Boston Acoustics, Inc. was founded in 1979 and is located in Peabody,
Massachusetts, U.S.A. Fiscal year 2004 revenue is $52.6 million and revenue for
the nine-month period of its fiscal year 2005 ending December 25, 2004 is $42.8
million.
About D&M Holdings Inc.
D&M Holdings Inc. (TSE II: 6735) is based in Tokyo and owns the Denon, Marantz,
McIntosh Laboratory, D&M Professional, ReplayTV(R), Rio(R) and Escient(R)
brands. Denon, Marantz, McIntosh and D&M Professional are global industry
leaders in the specialist home theater, audio/video consumer electronics or
professional audio markets, with a strong and long-standing heritage of
manufacturing and marketing high-performance audio and video components. The
ReplayTV, Rio and Escient brands represent award-winning technologies in
digital home entertainment. Additional information is available at
http://www.dm-holdings.com/ .
About Boston Acoustics
Founded in 1979, Boston Acoustics, Inc. (NASDAQ:BOSA) designs, manufactures,
and markets high performance audio systems for use in home music and
audio-video systems, after-market and OEM automotive systems, and custom
built-in audio systems. Highly regarded for creating The Boston Sound(TM), the
company is renowned for delivering superior, competitively priced products
emphasizing performance, consistency and value. For further information, visit
the company's Web site at http://www.bostonacoustics.com/ .
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to, statements about the benefits of the acquisition of
Boston Acoustics, Inc. by D&M Holdings Inc. and D&M Holdings' plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current belief and
expectations of D&M Holdings' and Boston Acoustics' management and are subject
to significant risks and uncertainties. Actual results may differ from those
set forth in the forward-looking statements. The following factors, among
others, could cause actual results to differ from those set forth in the
forward-looking statements: the risk that the required financing will not be
obtained; the ability to obtain governmental approvals of the transaction on
the proposed terms and schedule; the failure of Boston Acoustics' shareholders
to approve the transaction; the risk that Boston Acoustics will not be
integrated successfully into D&M Holdings' global operations; failure to
quickly realize synergies and cost-savings from the transaction as a result of
technical, logistical, competitive and other factors; disruption from the
transaction making it more difficult to maintain relationships with clients,
employees or suppliers; changes in consumer confidence, tastes, preferences and
spending; changes in interest rates; competitive conditions in the consumer
electronics industry; the impact of seasonal buying patterns, which are
difficult to forecast with certainty; and general economic conditions and
normal business uncertainty. These forward-looking statements speak only as of
the time first made, and no undertaking has been made to update or revise them
as more information becomes available.
Boston Acoustics intends to file a proxy statement with the Securities and
Exchange Commission in connection with the merger transaction. Investors and
security holders are urged to read this filing when it becomes available
because it will contain important information about the merger transaction.
Investors and security holders may obtain a free copy of the proxy statement
(when it is available) and other documents filed with the SEC by Boston
Acoustics at the SEC's Internet site ( http://www.sec.gov/ ). Copies of the
proxy statement and the filings with the SEC incorporated by reference in the
proxy statement can also be obtained, without charge, by directing a request to
Boston Acoustics, 300 Jubilee Drive, Peabody, Massachusetts, 01960, Attention:
Investor Relations.
The directors and executive officers of Boston Acoustics and D&M Holdings may
be deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding the special interests of these
directors and executive officers in the merger transaction will be included in
the proxy statement. Additional information regarding the directors and
executive officers of Boston Acoustics is also included in Boston Acoustics'
proxy statement for its 2004 Annual Meeting of Stockholders, which was filed
with the SEC on July 26, 2004. This proxy statement is available free of
charge at the SEC's Internet site and Investor Relations at Boston Acoustics as
described above.
DATASOURCE: D&M Holdings Inc.; Boston Acoustics, Inc.
CONTACT: Naoyuki Honmura of D&M Holdings Inc., +81 42 748 7700, Adam
Weissman of Dobbin-Bolgla Associates for D&M Holdings in the US,
+1-212-388-1400, +1-917-693-3298 (cell), , Moses Gabbay
of Boston Acoustics, Inc., +1-978-538-5000,
Web site: http://www.dm-holdings.com/
http://www.bostonacoustics.com/