Transaction adds “Cool Japan” engineering technology and innovation to the music and audio lifestyle arena of the world’s premier musical instrument manufacturer
Tokyo, Japan / Nashville, U.S. — March 29, 2013 — As part of its continued diversification into the music and audio lifestyle arena, Gibson Guitar Corp., (“Gibson”), the world’s premier musical instrument manufacturer, today announced an agreement to make a strategic investment into Japan’s TEAC CORPORATION (“TEAC”) (TSE: 6803), a recognized trailblazer in the audio visual industry. TEAC is one of the world’s top names in audio and visual equipment, and a leading producer of data storage equipment and related products. The transaction was unanimously approved by the Boards of Directors of both companies.
Gibson has entered into an agreement, signed today, with Phoenix Capital in which two investment funds operated by Phoenix Capital have agreed to sell to Gibson all the shares they own in TEAC Corporation, or 157,447,000 shares, (54.4% of the issued and outstanding shares), at a price agreed between the parties of 31 JPY per share. As this will result in Gibson acquiring over one third of TEAC, Japan’s Financial Instruments and Exchange Law requires Gibson to undertake a tender offer process.
Thus, Gibson, through a special purpose vehicle, will make an all-cash tender offer to purchase 157,447,000 shares of TEAC common stock for 31 Japanese Yen per share in cash. Gibson will purchase a maximum of 157,500,000 shares. The tender offer period is scheduled to commence on April 1, 2013 and will remain open for 21 Japanese business days. Today, TEAC’s Board of Directors issued a press release supporting the tender offer.
Upon completion of the acquisition, TEAC will become a member of the Gibson family. This will not only expand the size and reach of Gibson’s Pro Audio business, with products that both complement and build upon the KRK, Cerwin-Vega!, and Stanton portfolio of world-class studio monitors, sound reinforcement equipment, and DJ gear respectively, in addition to the premium consumer electronics of strategic partner, Onkyo Corporation (“Onkyo”), but also in future product development, has the potential to add value to the Gibson MI segments, and even with the fretted instrument category.
TEAC is already widely recognized for high grade audio through its Esoteric brand, including multichannel recorders, handheld recorders, and Apple iOS devices, with growing opportunities in mixers and computer audio interfaces. Furthermore, TEAC is acknowledged as initiating the home recording revolution that changed the face of the music industry by introducing affordable multitrack recording, a technology invented by Les Paul, whose namesake Gibson guitar has established itself as the most coveted electric guitar of all time. TEAC’s product lines range from industrial data acquisition and storage, high-end audio, disc publishing, medical video, and broadcast into a broad-based consumer market through their TASCAM division. The company’s leadership in multichannel recorders, sound contractor products, field recorders, audio interfaces, and more have resulted in breakthrough products like the self-contained Portastudio that includes all elements needed to produce professional-quality recordings while retaining a consumer-friendly price. The implications of integrating these diverse elements into the Gibson family of brands are far-reaching, and further enhance Gibson’s diversification into the lifestyle arena.
This is yet another step in Gibson’s aim to become the largest music and sound business in the world with the ability to deliver an uncompromising entertainment experience to the customer, spanning musical instruments to the most innovative recording and audio/visual devices. Adding TEAC products to Gibson’s line-up allows the company to offer tailored products to cater to every taste and economic range for music lovers, and music creators, around the world. This transaction also represents a significant commitment and investment into Japan by Gibson. This is the second transaction Gibson has made in Japan. In January 2012, Gibson announced a strategic alliance with Onkyo, a worldwide leader in consumer audio, where both companies made investments into each other. The size of this TEAC transaction – one of the largest Gibson has pursued – reflects the high level of confidence of the board and senior management in the Japanese market, and recognizes the technical and engineering excellence of one of the leading trailblazers in the specialist audio industry in Japan.
Post closure, TEAC will remain a listed company on the Tokyo Stock Exchange’s first section. The company will continue to be led by the current management, as TEAC brings unique, forward- thinking technical and engineering capabilities in Japan to further enhance Gibson’s Pro Audio Division, with the ability to leverage Gibson’s global commercialization abilities.
Commenting on the transaction, Henry E. Juszkiewicz, Chairman and CEO of Gibson, said: “We are delighted to welcome TEAC and its talented employees to the Gibson family. We have both known each other for a long time and share a vision for the future: bringing together world-class engineering and technical innovation in the audio space with the world’s premier musical instrument manufacturer, and the capability to market music innovation on a global scale.” “Gibson is a strong believer in “Cool Japan” and together with TEAC, we look forward to not only contributing to the global understanding of the “Cool” products emanating from Japan in the music area, but also promoting the excellence of Japanese innovation in the industry,” he continued.
Yuji Hanabusa, President of TEAC commented: “We are very excited to join forces with one of the global legends in the music industry. This combination brings together two companies with state of the art technologies in the music space and will allow us to pursue a shared mission to develop innovative new products to further enhance the consumer experience in music on a truly global basis.”
This transaction is expected to bring about substantial synergies in joint marketing and global distribution, with benefits to both companies expected to include:
Overlapping channels for both the pro and consumer audio products in the United States, offer an opportunity to combine logistics with Gibson and Onkyo USA
Further access to Asian markets for all Gibson products
Combined scale in EMEA with an opportunity to consolidate logistics through Gibson’s warehouse
Gibson can leverage both TEAC’s R&D expertise to develop a new pipeline of products for Stanton DJ in the Pro Audio field, as well as in the MI and fretted instruments segments for further product development, and Operational cost synergies that allow both TEAC and Gibson to leverage back-office costs across its selected segments within the United States.
Macquarie Capital Securities (Japan) Limited is acting as financial advisor to Gibson and Baker & McKenzie LLP is acting as legal counsel. Citi Yuwa is acting as legal counsel to TEAC. SMBC Nikko Securities is the tender offer agent for this transaction.
