Turtle Beach Corporation (Nasdaq: HEAR, the “Company”), a
leading gaming headset and audio accessory brand, today announced
that its Board of Directors (the “Board”) has approved the adoption
of a limited duration stockholder rights plan (the “Rights Plan”)
and declared a dividend distribution of one right (“Right”) for
each outstanding share of common stock. The record date for such
dividend distribution is April 10, 2023.
The adoption of the Rights Plan is intended to enable all
stockholders to realize the full potential value of their
investment in the Company and protect the Company and its
stockholders from the actions of third parties that the Board
determines are not in the best interests of the Company and its
stockholders. In addition, the Rights Plan provides the Board with
time to make informed, deliberate decisions that are in the best
long-term interests of the Company and its stockholders. The Rights
Plan will expire on March 28, 2024.
The Rights Plan is similar to stockholder rights plans adopted
by other publicly-held companies. Under the Rights Plan, the Rights
generally would become exercisable only if a person or group
acquires beneficial ownership of 12% or more of the Company’s
common stock in a transaction not approved by the Board. In that
situation, each holder of a Right (other than the acquiring person
or group, whose Rights will become void and will not be
exercisable) will be able to purchase, upon payment of the
then-current exercise price, a number of shares of the Company’s
common stock having a market value of twice such price. In
addition, if the Company is acquired in a merger or other business
combination after an acquiring person acquires 12% or more of the
Company’s common stock, each holder of the Right would thereafter
be able to purchase, upon payment of the then-current exercise
price, a number of shares of common stock of the acquiring company
having a market value of twice such price. The acquiring person or
group would not be entitled to exercise these Rights.
The Rights Plan includes a qualifying offer clause, which
provides stockholders with the potential ability to call a special
meeting for purposes of exempting a pending offer that meets
certain qualifying criteria.
The Rights Plan has not been adopted in response to any specific
takeover bid or other proposal to acquire control of the Company
and is not intended to deter offers that are fair and otherwise in
the best interests of the Company and its stockholders.
Stockholders who currently beneficially own 12% or more of the
Company’s outstanding common stock will not trigger any penalties
under the Rights Plan so long as they do not acquire beneficial
ownership of any additional shares of common stock on a cumulative
basis, subject to certain exceptions as described in the Rights
Plan.
Further details of the Rights Plan will be contained in a
Current Report on Form 8-K that the Company will file with the U.S.
Securities and Exchange Commission (the “SEC”).
Dechert LLP and Vinson & Elkins L.L.P. are serving as legal
advisors to the Company. BofA Securities is serving as financial
advisor to the Company.
Cautionary Statement Regarding Forward-Looking
Statements
This press release may include forward-looking information and
statements within the meaning of the federal securities laws.
Except for historical information contained in this release,
statements in this release may constitute forward-looking
statements regarding assumptions, projections, expectations,
targets, intentions or beliefs about future events. Statements
containing the words “may”, “could”, “would”, “should”, “believe”,
“expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”,
“project”, “intend” and similar expressions, or the negatives
thereof, constitute forward-looking statements. Forward-looking
statements in this press release may include, but are not limited
to, the statements regarding the anticipated benefits and expected
consequences of the Rights Plan that the Company has adopted.
Forward-looking statements involve known and unknown risks and
uncertainties, which could cause actual results to differ
materially from those contained in any forward-looking statement.
Forward-looking statements are based on management’s current
beliefs and expectations, as well as assumptions made by, and
information currently available to, management.
While the Company believes that its expectations are based upon
reasonable assumptions, there can be no assurances that its goals
and strategy will be realized. Numerous factors, including risks
and uncertainties, may affect actual results and may cause results
to differ materially from those expressed in forward-looking
statements made by the Company or on its behalf. Some of these
factors include, but are not limited to, the effectiveness of the
Rights Plan in (i) preventing a third party from taking advantage
of the onset of adverse market conditions or recent and potential
short-term declines in the Company’s share price to acquire actual
or effective control, in the open market or otherwise, of the
Company’s common stock without paying a price that reflects the
Company’s intrinsic value or long-term prospects, or (ii) providing
the Board with an increased period of time to evaluate the adequacy
of an acquisition offer, investigate alternatives, solicit
competitive proposals, or take other steps necessary to maximize
value for the benefit of all the Company’s stockholders. Other
potential risk factors include the risk factors discussed under the
heading “Risk Factors” under Item 1A of Part I of the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021, and the Company’s other periodic reports filed with the SEC.
Except as required by applicable law, including the securities laws
of the United States and the rules and regulations of the SEC, the
Company is under no obligation to publicly update or revise any
forward-looking statement after the date of this release whether as
a result of new information, future developments or otherwise.
Important Additional Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company’s
stockholders in connection with its upcoming 2023 Annual Meeting of
Stockholders (the “2023 Annual Meeting”). The Company intends to
file a definitive proxy statement and a WHITE proxy card
with the SEC in connection with any such solicitation of proxies
from the Company’s stockholders. STOCKHOLDERS OF THE COMPANY ARE
STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING
WHITE PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. The Company’s definitive proxy statement for the
2022 Annual Meeting of Stockholders contains information regarding
the direct and indirect interests, by security holdings or
otherwise, of the Company’s directors and executive officers in the
Company’s securities. Information regarding subsequent changes to
their holdings of the Company’s securities can be found in the SEC
filings on Forms 3, 4 and 5, which are available on the Company’s
website at https://corp.turtlebeach.com/ or through the SEC’s
website at www.sec.gov. Information can also be found in the
Company’s other SEC filings, including its Annual Report on Form
10-K for the year ended December 31, 2021. Updated information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the definitive proxy statement and other materials to
be filed with the SEC in connection with the 2023 Annual Meeting.
Stockholders will be able to obtain the definitive proxy statement,
any amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC at no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge on the Company’s website at
https://corp.turtlebeach.com/.
About Turtle Beach Corporation
Turtle Beach Corporation (corp.turtlebeach.com) is one of the
world’s leading gaming accessory providers. The Company’s namesake
Turtle Beach brand (www.turtlebeach.com) is known for designing
best-selling gaming headsets, top-rated game controllers, and
groundbreaking gaming simulation accessories. Innovation,
first-to-market features, a broad range of products for all types
of gamers, and top-rated customer support have made Turtle Beach a
fan-favorite brand and the market leader in console gaming audio
for over a decade. Turtle Beach’s ROCCAT brand (www.roccat.com)
combines detail-loving German innovation with a genuine passion for
designing the best PC gaming products, including award-winning
keyboards, mice, headsets, mousepads, and other PC accessories.
Turtle Beach’s shares are traded on the Nasdaq Exchange under the
symbol: “HEAR”.
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version on businesswire.com: https://www.businesswire.com/news/home/20230328005843/en/
For Investor Information: Cody
Slach or Alex Thompson Gateway Investor Relations 949.574.3860
HEAR@gatewayir.com
For Media Information: MacLean
Marshall Sr. Director, Public Relations & Brand Communications
Turtle Beach Corporation 858.914.5093
maclean.marshall@turtlebeach.com
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