US private equity firm Bain Capital Partners LLC is acquiring a 48.5-per cent stake in the Tokyo-listed maker of the Denon and Marantz audio equipment  range, D&M Holdings Inc, from Ripplewood Holdings LLC's Brussels-listed fund RHJ International SA. ¥48 billion  (approximately $445 million / Rs1,872 crore).

D&M  had sales in the year ended March of ¥112 billion and Ebitda of ¥9.9 billion.

Bain plans to make a tender offer for the outstanding shares at ¥510 per share, an 8.5 per cent premium to D&M's Thursday's closing price of ¥470. This price represents a premium of 37.1 per cent over the average closing share price in the six months prior to 19 June 2008, and a premium of 68.9  over the unaffected closing share price on 23 January 2008, the day prior press reports speculation on the potential stake change.

Bain will receive ¥70 billion in loans from banks including Morgan Stanley, France's Société Générale SA, as well as from Japan's Aozora Bank Ltd., Mizuho Corporate Bank Ltd. and Shinsei Bank Ltd to finace the transaction.

RHJ International, which took over Japanese assets from Ripplewood, plans to sell its stake once Bain Capital launches its takeover bid.

Announcing the D&M sale along with the disposal of a minority stake in an unidentified company active in a related sector, RHJ said the disposals will generate cash proceeds of ¥32.1 billion ($297.8 million) and yield a net capital gain of ¥15.8 billion. RHJ said it may invest the proceeds in the financial services sector.

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 per cent 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.

RHJ International, which took over Japanese assets from Ripplewood, plans to sell its stake once Bain Capital launches its takeover bid. After the the completion of the tender offer process, Bain will delist the shares of D&M Holdings would from the Tokyo Stock Exchange.

D&M Holdings' board directors has agreed that the Bain Capital tender offer  and will formally consider a resolution to recommend the tender offer to shareholders at the time the offer is launched.

''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.  After its acquisition, D&M  will continue its acquisitions in the consumer, commercial and automotive audio video businesses.

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.