DEI Holdings to be Acquired by Charlesbank Capital Partners

VISTA, Calif., May 12, 2011 /PRNewswire/ -- DEI Holdings, Inc. (PinkSheets: DEIX.PK) today announced that it has entered into a definitive merger agreement to be acquired by funds affiliated with Charlesbank Capital Partners in an all-cash transaction.

Under the terms of the merger agreement, holders of the outstanding common shares of DEI Holdings will receive approximately $3.79 - $3.81 per share in cash.  The price represents a premium of approximately 142% to DEI Holdings' closing share price on May 12, 2011.  The total enterprise value of the transaction, including debt assumption, is approximately $285 million.

The merger agreement was unanimously approved by the full Board of Directors of DEI Holdings.

Troy Templeton, Chairman of the Board, said, "We are pleased to announce this agreement as it delivers significant value to our shareholders.  In addition, it is a clear endorsement of DEI Holdings and of the hard work and commitment of each and every one of our employees.  Charlesbank is a well respected private investment firm whose substantial resources and experience will enable the company to invest in its future growth.  After a thorough assessment, based on independent financial and legal advice, we concluded this transaction will maximize value for the company's shareholders. We are also pleased to have successfully negotiated for a robust 'go-shop' provision that allows us to entertain alternative proposals."

Michael Choe, a Managing Director of Charlesbank, said: "We are very pleased to participate in the next chapter of the company's growth.  DEI Holdings' strong management team and brand equity combined with its proven multichannel strategy position the company extremely well to expand its business, both in the U.S. and internationally."

The transaction will be financed through a combination of equity and debt.  Charlesbank has secured committed debt financing from General Electric Capital Corporation and OPY Credit Corp., an affiliate of Oppenheimer & Co. Inc.

Following completion of the transaction, DEI Holdings will remain headquartered in Vista, CA, and maintain its offices in Maryland and Canada.  The company will continue to be led by its existing management team, including James E. Minarik, President and Chief Executive Officer, and Kevin P. Duffy, Executive Vice President and Chief Financial Officer.

Funds affiliated with Trivest Partners, which own approximately 9.2 million common shares, representing approximately 36% of total shares outstanding, have agreed to vote those shares for approval of the merger.  However, in the event that the merger agreement is terminated, Trivest Partners will be released from this obligation.

The agreement permits DEI Holdings to solicit, receive, evaluate, and enter into negotiations with respect to alternative proposals for a 35-day "go-shop" period from the date of the merger agreement.  DEI Holdings, with the assistance of an independent financial advisor, will actively solicit alternative proposals during this period.  DEI Holdings does not intend to disclose developments with respect to the solicitation process unless and until its Board of Directors has made a decision.  The merger agreement provides Charlesbank with a customary right to match a superior proposal.  There can be no assurance that this process will result in a superior offer or transaction.  If there is no superior offer, the transaction is expected to close in late June 2011, subject to customary approvals and closing conditions.  Completion of the transaction also requires approval by a majority of the outstanding DEI Holdings common shares.

Greenberg Traurig, LLP is acting as legal advisor to DEI Holdings in connection with the transaction.  Goodwin Procter LLP is acting as legal advisor to Charlesbank.

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.

About Charlesbank Capital Partners

Charlesbank Capital Partners is a middle-market private equity investment firm managing more than $2 billion of capital.  Charlesbank focuses on management-led buyouts and growth capital financings, typically investing $50 million to $150 million per transaction in companies with enterprise values of $100 million to $750 million.  The firm seeks to partner with strong management teams to build companies with sustainable competitive advantages and excellent prospects for growth.  For more information on the firm, visit www.charlesbank.com.

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 the strength of the economy, changes in the overall level of consumer spending, the company's ability to compete with other consumer electronics companies, the parties' ability to consummate the proposed transaction on the contemplated timeline, 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.

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, DEI Holdings, Inc. will mail a proxy statement to its shareholders.  SHAREHOLDERS OF DEI HOLDINGS, INC. ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT MATERIALS SENT TO THEM, INCLUDING THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.  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 websites 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.

SOURCE DEI Holdings, Inc.