Common Contracts
2 similar Offer to Purchase contracts by KSTW Acquisition, Inc., Pianissimo Acquisition Corp.
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock ofOffer to Purchase • August 21st, 2013 • Pianissimo Acquisition Corp. • Musical instruments • Delaware
We are making this Offer pursuant to an Agreement and Plan of Merger, dated as of August 14, 2013 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and Steinway. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Steinway (the “Merger”), with Steinway continuing as the surviving corporation (which we refer to as the “Surviving Corporation”) in the Merger and a wholly owned subsidiary of Parent. The closing of the Merger is the “Merger Closing” and the date of the Merger Closing is the “Merger Closing Date.” In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than (i) Shares owned by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent, including, if applicable, as a result of an exer
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of STEINWAY MUSICAL INSTRUMENTS, INC. a Delaware corporation at $35.00 Net Per Share by KSTW ACQUISITION, INC. a wholly owned subsidiary of KSTW HOLDINGS, INC.Offer to Purchase • July 15th, 2013 • KSTW Acquisition, Inc. • Musical instruments • Delaware
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the related Letter of Transmittal and other related materials. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and other related materials in their entirety. Parent and Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Steinway contained herein and elsewhere in the Offer to Purchase has been provided to Parent and Purchaser by Steinway or has been taken from or is based upon publicly available documents or records of Steinway on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verifi
