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
LIMITED GUARANTYLimited Guaranty • August 21st, 2013 • Pianissimo Acquisition Corp. • Musical instruments • Delaware
Limited Guaranty, dated as of August 14, 2013 (this “Limited Guaranty”) by Paulson & Co. Inc. (the “Guarantor”) (on behalf of the accounts and funds managed by it) in favor of Steinway Musical Instruments, Inc. (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) by and among Pianissimo Holdings Corp. (the “Parent”), Pianissimo Acquisition Corp. (“Acquisition Sub”) and the Guaranteed Party, dated as of the date hereof. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
EQUITY COMMITMENT LETTER August 14, 2013Equity Commitment Letter • August 21st, 2013 • Pianissimo Acquisition Corp. • Musical instruments
Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Pianissimo Holdings Corp., a Delaware corporation (“Parent”), Pianissimo Acquisition Corp., a Delaware corporation (“Acquisition Sub”) and Steinway Musical Instruments, Inc., a Delaware corporation (the “Company”) pursuant to which Acquisition Sub shall be merged with and into the Company, subject to the terms and conditions set forth therein. Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.
