D&M Holdings Inc Acquires Boston Acoustics Inc

TOKYO and PEABODY, MA. - June 9, 2005 - D & M Holdings Inc. and Boston Acoustics, Inc., the premier manufacturer of high-performance audio systems, announced today the signing of a definitive merger agreement for D & M Holdings to acquire Boston Acoustics through its subsidiary D & M Holdings US Inc. D & M Holdings is the owner of Denon, Marantz, McIntosh Laboratory and the D & M Professional, ReplayTV, Rio and Escient brands.

D & M Holdings will acquire Boston Acoustics for $17.50 per share in cash for a total of approximately $76.0 million. This transaction is expected to be immediately accretive to D & M' s earnings upon closing.

Boston Acoustics designs, manufactures, and markets high performance audio products with its signature Boston Sound™. Its product categories are Home Speakers and Audio Systems, Speakers and Electronics for the Custom Installation market, All Weather Outdoor Speakers, Speakers and Amplifiers for the Automotive After-market and Systems for the Automotive OEM market. The company' s audio business includes tabletop models Recepter Radio, Recepter Radio HD, MicroSystem CD and Home Theater Systems. Boston Acoustics is the market leader for in-wall/in-ceiling speaker systems, and it supplies Boston Acoustics-branded speakers for the Chrysler 300, which is the 2005 Motor Trend Car of the Year, the Jeep Grand Cherokee, the Dodge Magnum and the Dodge Charger. Boston Acoustics also owns the Snell brand of super premium speakers.

The acquisition of Boston Acoustics provides D & M with a premium speaker line and the ability to deliver customers a complete home entertainment solution. D & M branded products include premium A/V receivers, amplifiers and CD players; DVD players, DLP projectors and display plasma monitors; and digital media management systems. The acquisition also gives D & M a strong foothold in the automotive OEM business along with the ability to leverage all five premium brands--Denon, Marantz, McIntosh, Boston Acoustics and Snell--in that business.

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.

Boston Meridian, an investment bank that specializes in providing merger and acquisition services and raising private capital for growth companies, served as financial advisor and Nixon Peabody LLP served as legal advisor to Boston Acoustics in the transaction. Simpson Thacher & Bartlett LLP served as legal advisor to D & M Holdings.

About Boston Acoustics
Boston Acoustics Inc. was founded in 1979 and is located in Peabody, Massachusetts, U.S.A. Fiscal year 2004 revenue is $52.6 million and revenue for the nine-month period of its fiscal year 2005 ending December 25, 2004 is $42.8 million.