D&M Holdings Announces Tender Offer Agreement With Bain Capital

Tender Offer of 510 Yen per Share to Shareholders to Follow

TOKYO, June 19 /PRNewswire-FirstCall/ -- D&M Holdings Inc. (TSE 1:6735)
and Bain Capital Partners LLC today announced that they have entered into an
agreement, under which an acquisition corporation owned by investment funds
advised by Bain Capital Partners LLC will launch a tender offer for all of the
shares of D&M Holdings at a price of 510 yen per share of common stock. This
price represents a premium of 37.1% over the average closing share price in
the six months prior to June 19, 2008, and a premium of 68.9% over the
unaffected closing share price on January 23, 2008, the day prior to the
emergence of press speculation regarding a potential transaction involving the
company. Following the completion of the tender offer process, the shares of
D&M Holdings would be delisted from the Tokyo Stock Exchange.
"After an exhaustive review of strategic options, we have determined that
this offer from Bain Capital represents the best overall value for our
shareholders. The next few years should be an exciting time for D&M as we
enter another phase in our development," said Chairman and Chief Executive
Officer Eric C. Evans. "If Bain Capital acquires D&M through the tender
offer, we believe we will be better positioned as a privately held company to
be more flexible in the fast-paced changing markets in which we compete. We
will also have wider latitude to invest for medium- and long-term growth."
During the past six years, D&M Holdings has become a leading provider of
products and solutions to the premium consumer and commercial audio-visual
electronics markets. Through a series of successful acquisitions and
integrations, D&M Holdings has built a global portfolio of premium brands and
has established an efficiently managed, scalable, and integrated operating
platform. Going forward, the Company intends to continue its active pursuit
of acquisitions and growth in the consumer, commercial and automotive audio
video businesses.
D&M Holdings' Board of Directors has agreed that the Bain Capital tender
offer is in the best interests of the company. The Board of Directors will
formally consider a resolution to recommend the tender offer to shareholders
at the time the offer is launched.
The tender offer by Bain Capital is scheduled to be launched following the
signing of the tender offer agreement. Bain Capital intends to purchase 100%
of the shares of D&M Holdings. Any remaining outstanding shares would be
obtained through subsequent the stages of the acquisition process. The entire
process is subject to various legal conditions and clearances.
In addition, Bain Capital entered into an agreement today with RHJ
International, S.A. (RHJI), D&M Holdings' largest shareholder, under which
RHJI has agreed to tender all its shares (45,323,160 shares or approximately
48.5% of fully diluted shares outstanding) of D&M Holdings to Bain Capital.
Morgan Stanley Japan Securities Co., Ltd. is acting as financial advisor
to D&M Holdings in this transaction. Additional information regarding the
tender offer will be released when the details have been determined.
About D&M Holdings
D&M Holdings is a global operating company providing worldwide management
and distribution platforms for premium consumer, automotive, commercial and
professional audio and video businesses including Denon(R), Marantz(R),
McIntosh(R) Laboratory, Boston Acoustics(R), Snell Acoustics, Escient(R),
Calrec Audio, Denon DJ, Allen & Heath, D&M Professional and D&M Premium Sound
Solutions. Our technologies improve the quality of any audio and visual
experience. All product and brand names with a trademark symbol are
trademarks or registered trademarks of D&M Holdings or its subsidiaries. For
more information visit http://www.dm-holdings.com.
About Bain Capital
Bain Capital is a global private investment firm that manages several
pools of capital, including private equity, venture capital, and public equity
and leveraged debt assets with more than $78 billion in assets under
management. Since its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in more than 300 companies in a variety of
industries around the world, including Burger King, Dunkin' Brands, AMC
Theaters, MEI Conlux, NXP, Sun Telephone, Toys "R" Us, Warner Music Group,
Sensata Technologies and FCI. The firm has a team of over 300 professionals
dedicated to investing in and supporting its portfolio companies.
Headquartered in Boston, Bain Capital has offices in Tokyo, Hong Kong,
Shanghai, New York, London, and Munich.
Forward Looking Statement
Statements in this news release regarding D&M Holdings, Inc. that are not
statements of historical fact may include forward looking statements regarding
future events or the future financial performance of the company. We wish to
caution you that such statements are just predictions and that actual events
or results may differ materially. Forward looking statements involve a number
of risks and uncertainties surrounding the integration of the company's
acquisitions, competitive and industry conditions, targeted cost savings
programs, market acceptance for the company's products, technological changes,
developing industry standards and other factors related to the company's
businesses.
SOURCE D&M Holdings Inc.

Japan, Yoshiyuki Honda, +81.44.670.1111, or US, Gail Petersen,
+1-201-762-6635, both of D&M Holdings; or Alex Stanton of Stanton Crenshaw
Communications, +1-212-780-0701, alex@stantoncrenshaw.com, for Bain Capital
Partners