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D&M to Acquire Boston Acoustics

Late last week, D&M Holdings and Boston Acoustics announced that they have signed a definitive merger agreement in which D&M will purchase Boston Acoustics for $17.50 per share in cash for a total of approximately $76 million. The deal adds Boston Acoustics' premium speaker line (along with the Snell brand, which BA acquired within the last couple of years) to D&M's already impressive portfolio, including Denon, Marantz, and McIntosh, as well as the D&M Professional, ReplayTV, Rio, and Escient brands.

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.

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