DEI Holdings Announces Receipt of Acquisition Proposal

VISTA, Calif., June 17, 2011 /PRNewswire/ -- DEI Holdings, Inc. (PinkSheets: DEIX) today announced that on the evening of June 15, 2011 it received a non-binding written proposal from Gibson Guitar Corp. to acquire all of the outstanding common shares of DEI Holdings at a price of approximately $4.47 per share in cash, subject to certain terms and conditions.  Gibson indicated that it intends to finance the entire purchase price with debt financing.  As previously announced, DEI Holdings entered into a definitive merger agreement on May 12, 2011 to be acquired by funds affiliated with Charlesbank Capital Partners in an all-cash transaction, pursuant to which DEI Holdings shareholders would receive approximately $3.79 - $3.80 per share in cash.  DEI Holdings had been in discussions with Gibson during the "go-shop" period provided for in the merger agreement with Charlesbank.

DEI Holdings' Board of Directors, after consultation with its independent financial advisor and outside legal counsel, today determined that Gibson's proposal is reasonably likely to lead to a "superior proposal" as such term is defined in the merger agreement with Charlesbank.  Accordingly, DEI Holdings' Board of Directors has authorized the company to furnish additional information to Gibson and to enter into discussions with Gibson regarding Gibson's proposal.  There can be no assurance that these discussions will result in a superior proposal or that DEI Holdings will reach agreement on the terms of an acquisition by Gibson.  The Gibson proposal requires no action by shareholders at this time.

About DEI Holdings, Inc.

Headquartered in Southern California, DEI Holdings, Inc. is the parent company of some of the most respected brands in the consumer electronics industry.  DEI Holdings is the largest designer and marketer in North America of premium home theater loudspeakers (sold under the Polk Audio® and Definitive Technology® brand names), and consumer-branded vehicle security and remote start systems (sold under Viper®, Clifford®, Python®, Autostart® and other brand names).  DEI Holdings is also a supplier of mobile audio sold principally under the Polk Audio® and Orion® brand names.  DEI Holdings markets its broad portfolio of products through many channels including leading national retailers and specialty chains throughout North America and around the world.  Founded in 1982, the company has operations in California, Maryland, Canada, Europe and Asia.  For more information on the company, visit www.deiholdings.com.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of DEI Holdings, Inc. by Charlesbank Capital Partners.  In connection with the proposed transaction with Charlesbank Capital Partners, DEI Holdings, Inc. mailed a proxy statement to its shareholders.  SHAREHOLDERS OF DEI HOLDINGS, INC. ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS THAT HAVE BEEN OR MAY BE SENT TO THEM, INCLUDING THE PROXY STATEMENT, BECAUSE THESE MATERIALS CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION WITH CHARLESBANK CAPITAL PARTNERS.  The proxy statement and other relevant materials may also be obtained for free from DEI Holdings, Inc. by directing such request to DEI Holdings, Inc., One Viper Way, Vista, CA 92081; or calling (800) 876-0800.  The contents of the website referenced above are not deemed to be incorporated by reference into the proxy statement.

Participants in Solicitation

DEI Holdings, Inc. and its directors, executive officers, and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareholders in connection with the proposed transaction with Charlesbank Capital Partners.

Forward-Looking Statements

Certain statements herein are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements reflect the company's current expectations or beliefs concerning future events and actual results of operations may differ materially from historical results or current expectations.  Any such forward-looking statements are subject to various risks and uncertainties, including DEI Holdings Inc.'s and Charlesbank's ability to consummate the proposed transaction between the parties on the contemplated timeline, the effect of the acquisition proposal received from Gibson Guitar, and other factors.  The company does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events, or otherwise.

SOURCE DEI Holdings, Inc.