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Harman International PRESS RELEASE April 26, 2007 …

Tags: bui, capital partners, executive chairman, gscp, har, harman international, harman international industries, harman international industries inc, independent directors, kkr, kohlberg kravis roberts, nyse, private equity investors, roberts co, sidney harman, special committee, stockholders, term opportunities, today announced that, transaction company,
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Language: english
Created: Thu Apr 26 10:25:23 2007
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Harman International
PRESS RELEASE



April 26, 2007                         FOR IMMEDIATE RELEASE
                                       Contact: Robert C. Ryan
                                       Vice President - Treasurer
                                       Harman International Industries, Incorporated
                                       202-393-1101

 HARMAN INTERNATIONAL INDUSTRIES TO BE ACQUIRED BY KKR AND
                   GS CAPITAL PARTNERS

     Harman Stockholders Can Elect to Receive $120 Per Share In Cash
                or Shares in Post-Transaction Company

                 Transaction Valued at Approximately $8 Billion

WASHINGTON, April 26, 2007 ­ Harman International Industries, Inc. (NYSE:
HAR) today announced that it has entered into an agreement to be acquired by
affiliates of Kohlberg Kravis Roberts & Co. L.P. ("KKR") and GS Capital Partners
("GSCP") in a transaction valued at approximately $8 billion. The transaction
was unanimously approved by the Harman Board of Directors, following the
recommendation of a Special Committee of independent directors. KKR initiated
discussions with Harman and structured the transaction so that current Harman
stockholders have the opportunity to participate in the future upside potential of
the enterprise. The company will continue to be named Harman International
Industries and Dr. Sidney Harman, Founder and Executive Chairman, will remain
Executive Chairman.

Dr. Harman stated: "We are pleased to reach an agreement with KKR and GSCP
that is in the best interest of our stockholders, presenting them with excellent
value for their shares and the opportunity to participate in Harman's future
growth. KKR and GSCP are two of the world's leading private equity investors
and our Board of Directors strongly believes that this transaction will create
attractive long-term opportunities for our employees, customers and business
partners. Together, we will continue to execute our strategic plan, capitalize on
new opportunities, and build on our history of product innovation and service
excellence."
April 26, 2007
Page 2

Henry R. Kravis, Co-Founding Member of KKR, said, "Harman is one of the
world's outstanding providers of audio equipment and infotainment systems with
an unparalleled portfolio of legendary brands and strong customer relationships.
Since founding Harman more than 50 years ago, Dr. Sidney Harman has brought
exceptional vision to the company and we are proud to work with him and the
management team to continue building the value of their company."

Under the terms of the agreement, Harman stockholders will be entitled to
receive $120 in cash for each share of Harman common stock they hold. As an
alternative to receiving the cash consideration, Harman's stockholders will be
offered the opportunity to elect, on a purely voluntary basis, to exchange some or
all of their shares of Harman stock for shares in the new corporation incorporated
by KKR and GSCP in order to acquire Harman. The total amount of Harman
shares that may elect to receive shares in the post-transaction corporation is
approximately 8.3 million, which would represent $1.0 billion (at the $120 per
share transaction value) and an approximate 27% equity stake in Harman
following the transaction. If elections for post-transaction shares exceed the $1.0
billion cap, post-transaction shares will be allocated to electing stockholders on a
pro-rated basis, and the remaining Harman shares will be exchanged for cash.
The election process will be fully detailed in the proxy statement/prospectus that
will be mailed to Harman stockholders.

Dr. Harman, who owns approximately 5% of the outstanding common stock of
Harman, will participate in the same election process available to all
stockholders. He has committed that he will elect to exchange half of his current
holdings for post-transaction shares, subject to the same pro ration that applies
to all stockholders as described above.

Under the agreement, Harman may solicit proposals for alternative transactions
from third parties for a 50-day period ending on June 15, 2007. Harman's Board
of Directors will work with its independent advisors to solicit proposals during this
period. There can be no assurances that this solicitation will result in an
alternative transaction. Harman does not intend to disclose developments with
respect to this solicitation process unless and until its Board of Directors has
made a decision regarding any alternative proposals.

Completion of the transaction, which is expected to occur in the third quarter of
2007, is subject to the approval of Harman stockholders, customary closing
conditions and regulatory approvals. The Board of Directors of Harman has
unanimously recommended that Harman stockholders vote in favor of the
transaction.
April 26, 2007
Page 3

The stock of the new corporation issued to current shareholders in exchange for
their existing shares will be registered with the U.S. Securities and Exchange
Commission. The shares will not be listed on any exchange, although the buyers
expect that there will be market makers in the stock.

Bank of America Securities LLC, Credit Suisse, Goldman Sachs and Lehman
Brothers have committed debt financing for the transaction, subject to customary
terms and conditions, and are also acting as financial advisors to KKR and
GSCP. Simpson Thacher & Bartlett LLP is acting as legal advisor to KKR and
GSCP. Bear, Stearns & Co. Inc. is acting as Harman's financial advisor.
Wachtell, Lipton, Rosen & Katz is providing legal counsel to the Special
Committee of the Harman Board of Directors, and Jones Day is providing legal
counsel to Harman.

About Harman International

Harman International Industries, Incorporated (www.harman.com) is a leading
manufacturer of high-quality, high fidelity audio products and electronic systems
for the automotive, consumer and professional markets. Its brands include
Harman Kardon®, JBL®, Mark Levinson® and Infinity®, among others. The
company maintains a strong presence in the Americas, Europe and Asia,
employing over 10,500 people. The Company's stock is traded on the New York
Stock Exchange under the Symbol: HAR.

About KKR

Kohlberg Kravis Roberts & Co. (KKR) is one of the world's oldest and most
experienced private equity firms specializing in management buyouts. Founded
in 1976, it has offices in New York, Menlo Park, London, Paris, Hong Kong and
Tokyo. Throughout its history, KKR has brought a long-term investment approach
to its portfolio companies, focusing on working in partnership with management
teams and investing for future competitiveness and growth. Since its founding,
KKR has completed more than 150 transactions with an aggregate value of over
US$279 billion. (www.kkr.com).
April 26, 2007
Page 4

About GS Capital Partners

Founded in 1869, Goldman Sachs is one of the oldest and largest investment
banking firms. Goldman Sachs is also a global leader in private corporate equity
and mezzanine investing. Established in 1992, the GS Capital Partners family of
funds is part of the firm's Principal Investment Area in the Merchant Banking
Division. Goldman Sachs' Principal Investment Area has formed 13 investment
vehicles aggregating $56 billion of capital raised. GS Capital Partners VI is the
current primary investment vehicle for Goldman Sachs to make large, privately
negotiated equity investments.

Additional Information and Where To Find It

The parties to the merger agreement intend to file a registration statement that
will include a proxy statement/prospectus and other relevant documents in
connection with the proposed transaction. HARMAN INVESTORS ARE URGED
TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors may obtain a free copy of the proxy
statement/prospectus (when it becomes available) and other filings containing
information about Harman and the merger, when available, from the SEC at the
SEC's web site at http://www.sec.gov. In addition, copies of the proxy
statement/prospectus and other filings containing information about the Company
and the merger can be obtained, when available, without charge, by directing a
request to Harman International Industries, Incorporated; Attention: Investor
Relations, 1101 Pennsylvania Ave., N.W., Suite 1010, Washington, DC 20004,
or by telephone at (202) 393-1101 or on Harman's website, www.harman.com.

Forward-Looking Information

This communication may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Those forward-
looking statements include all statements other than those made solely with
respect to historical fact. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in any forward-
looking statements.
April 26, 2007
Page 5

These factors include, but are not limited to, (1) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
merger agreement; (2) the outcome of any legal proceedings that may be
instituted against Harman and others following the announcement of the merger
agreement; (3) the inability to complete the merger due to the failure to obtain
shareholder approval or the failure to satisfy other conditions to the merger; (4)
the failure to obtain the necessary financing arrangements set forth in the
commitment letter received in connection with the merger; (5) risks that the
proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; and (6) other factors
described in Harman's filings with the Securities and Exchange Commission,
including its reports on Forms 10-K, 10-Q and 8-K. Many of the factors that will
determine the outcome of the subject matter of this communication are beyond
Harman's ability to control or predict. Harman undertakes no obligation to revise
or update any forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future results or otherwise.

Interests of Participants

The Company and its directors and executive officers and certain other members
of management and employees may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in favor of the proposed
transaction. Additional information regarding the interests of potential
participants in the proxy solicitation will be included in the definitive proxy
statement/prospectus and other relevant documents that Harman intends to file
with the SEC in connection with the scheduled special meeting of its
stockholders.

CONTACTS:
For Harman International:

Robert C. Ryan
VP and Treasurer
202-662-2215

For KKR:
Mark Semer/Ruth Pachman
Kekst and Company
212-521-4800

For GS Capital Partners:
Michael DuVally
212-902-2605