(Removes reference to Kenwood as partner of Bain in paragraph 3 as Kenwood says it was not involved in the buyout, and adds Kenwood's previous comments on a potential alliance with D&M. In the following paragraph Kenwood spokesman amends comments on potential for alliance with D&M and relationship with Bain)

TOKYO, June 20 (Reuters) - Private equity firm Bain Capital will launch a $445 million bid to buy out Japan's D&M Holdings Inc 6735.T, the maker of Denon audio equipment, from U.S. buyout firm Ripplewood and the other shareholders.

RHJ International SA (RHJI.BR: Quote, Profile, Research), which took over Japanese assets from Ripplewood, said it would sell its roughly 49 percent stake in D&M Holdings, an audio equipment firm that also owns the Marantz brand, once Bain Capital launches its takeover bid.

Bain had been competing with Japanese private equity fund Advantage Partners and other companies to buy D&M. Japanse audio maker Kenwood Corp 6765.T has meanwhile said it was interested in an alliance with its rival. [ID:nT316956]

Kenwood spokesman Takaaki Nose said the company was still interested in a business alliance with D&M but that nothing has been decided. Nose added Kenwood was not in talks with Bain regarding the buyout.

Kenwood is set to merge with electronics maker Victor Co of Japan Ltd 6792.T on Oct. 1, and Nose said this was company's focus for now.

U.S. electronics retailer Best Buy Co and Merrill Lynch Global Private Equity, the private equity investment arm of Merrill Lynch MER.N, which had also been eyeing D&M, withdrew after the first round of bidding, said the sources.

Bain Capital will bid 510 yen per share for D&M, an 8.5 percent premium over Thursday's closing price and valuing the audio maker at 48 billion yen ($445 million), D&M said in a statement on Friday.

Dutch electronics maker Philips Electronics (PHG.AS: Quote, Profile, Research)(PHG.N: Quote, Profile, Research) is the second-largest shareholder in D&M with a 12 percent stake.