DTS, Inc. (Nasdaq:DTSI), a leader in high-definition audio, and SRS
Labs, Inc. (Nasdaq:SRSL), a leader in audio processing and
enhancement technologies, today announced that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), in connection with the previously
announced definitive agreement under which DTS will acquire all
outstanding shares of SRS Labs, has expired. Accordingly, the
condition to the completion of the merger related to the HSR Act
has been satisfied. Completion of the merger remains subject to
certain other closing conditions, including approval by SRS Labs
shareholders. DTS and SRS Labs continue to expect that the
transaction will close in the third quarter of 2012.
About DTS, Inc.
DTS (Nasdaq:DTSI) is dedicated to making digital entertainment
exciting, engaging and effortless by providing state-of-the-art
audio technology to hundreds of millions of DTS-licensed consumer
electronics products worldwide. From a renowned legacy as a
pioneer in multi-channel audio, DTS became a mandatory audio format
in the Blu-ray Disc™ standard and is now increasingly deployed in
enabling digital delivery of movies and other forms of digital
entertainment on a growing array of network-connected consumer
devices. DTS technology is in home theaters, car audio
systems, PCs, game consoles, DVD players, televisions, digital
media players, set-top boxes, smart phones, surround music software
and every device capable of playing Blu-ray™ discs. Founded
in 1993, DTS' corporate headquarters are located in Calabasas,
California with its licensing operations headquartered in Limerick,
Ireland. DTS also has offices in Silicon Valley, Washington, China,
France, Hong Kong, Japan, South Korea, Taiwan, Singapore, and the
United Kingdom. For further information, please visit
www.dts.com. DTS, the Symbol, and DTS and the Symbol
together, are registered trademarks of DTS, Inc. All other
trademarks are the properties of their respective owners. © 2012
DTS, Inc. All rights reserved.
The DTS, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=11752
About SRS Labs, Inc.
Founded in 1993, SRS Labs (Nasdaq:SRSL) is an industry leader in
audio signal processing for consumer electronics across the four
screens: TV; PC; Mobile Phones; and Automotive Entertainment
Systems. Beginning with the audio technologies originally
developed at Hughes Aircraft, SRS Labs holds approximately 150
worldwide registered and pending patents and is recognized by the
industry as an authority in research and application of audio post
processing technologies based on the human auditory principles.
Through partnerships with leading global CE companies,
semiconductor manufacturers, software developers, and content
aggregators, SRS Labs is recognized as a leader in audio
enhancement, surround sound, volume leveling, audio streaming, and
voice processing technologies. SRS Labs solutions have been
included in nearly two billion electronic products sold worldwide
including flat panel HDTVs, AV products, STBs, PCs, mobile phones,
and automotive entertainment and telematics systems. For more
information, visit www.srslabs.com.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. These forward-looking statements, which are
based on current expectations, estimates and projections about the
industry and markets in which DTS and SRS operate and beliefs of
and assumptions made by DTS, SRS and their respective management
teams, involve uncertainties that could significantly affect the
financial results of DTS or SRS or the combined company. Words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the transaction involving DTS and
SRS, including future financial and operating results, the combined
company's plans, objectives, expectations and intentions. All
statements that address operating performance, events or
developments that we expect or anticipate will occur in the future
— including statements relating to creating value for stockholders,
integrating our companies, and the expected timetable for
completing the proposed transaction — are forward-looking
statements. These statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions that are difficult to predict. Although we believe
the expectations reflected in any forward-looking statements are
based on reasonable assumptions, we can give no assurance that our
expectations will be attained and therefore, actual outcomes and
results may differ materially from what is expressed or forecasted
in such forward-looking statements. For example, these
forward-looking statements could be affected by factors including,
without limitation:
- the ability of the parties to satisfy conditions to the closing
of the transaction, including obtaining required regulatory
approvals and the approval of SRS stockholders;
- the possibility that SRS or DTS may be adversely affected by
economic, business and/or competitive factors before or after
closing of the transaction;
- the ability to successfully complete the integration of
acquired businesses, including the businesses being acquired from
SRS by, among other things, realizing revenue, expense and other
synergies, renewing contracts on competitive terms, successfully
leveraging the information technology platform of the acquired
business, and retaining key personnel; and
- any adverse effect to DTS' business or the business being
acquired from SRS due to uncertainty relating to the
transaction.
This list of important factors is not intended to be
exhaustive. Additional risks and factors are discussed in
reports filed with the Securities and Exchange Commission ("SEC")
by DTS and SRS from time to time, including those discussed under
the heading "Risk Factors" in their respective most recently filed
reports on Form 10-K and 10-Q. Neither DTS nor SRS assume any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
In connection with the proposed merger transaction, DTS filed a
Registration Statement on Form S-4 with the SEC on May 17, 2012
that includes a preliminary proxy statement of SRS that also
constitutes a preliminary prospectus of DTS. These materials are
not yet final and will be amended. SRS will mail the proxy
statement/prospectus to its stockholders once it is final.
Investors are urged to read the definitive proxy
statement/prospectus regarding the proposed transaction when it
becomes available, because it will contain important information.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER
RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED MERGER TRANSACTION AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER TRANSACTION.
Investors and security holders may obtain a free copy of the
definitive proxy statement/prospectus (when available) and other
documents filed by DTS and SRS with the SEC at the SEC's web site
at www.sec.gov or by directing a request when such a filing is made
to DTS, 5220 Las Virgenes Road, Calabasas, CA 91302, Attention:
Stockholder Relations or by directing a request when such a filing
is made to SRS, 2909 Daimler Street, Santa Ana, CA 92705,
Attention: Investor Relations.
Participants in Solicitation
DTS, SRS, their respective directors and certain of their
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed merger
transaction. Information about the directors and executive officers
of SRS is set forth in its Annual Report on Form 10-K for the year
ended December 31, 2011, which was filed with the SEC on March 15,
2012 and amended on April 30, 2012. Information about the directors
and executive officers of DTS is set forth in its definitive proxy
statement, which was filed with the SEC on April 10, 2012. Certain
directors and executive officers of SRS may have direct or indirect
interests in the proposed merger transaction due to securities
holdings, preexisting or future indemnification arrangements,
vesting of options or rights to severance payments if their
employment is terminated following the proposed merger transaction.
Investors and security holders may obtain additional information
regarding the interests of such participants by reading the
definitive proxy statement/prospectus DTS will file with the SEC
when it becomes available.
DTS-I
CONTACT: DTS, Inc. Media & Investor Contacts:
Sard Verbinnen & Co for DTS, Inc.
John Christiansen/Andrew Cole
jchristiansen@sardverb.com/acole@sardverb.com
(415) 618-8750/(212) 687-8080
SRS Labs, Inc. Media & Investor Contacts:
Investors:
Chuck McBride/Chief Financial Officer
Chuck.mcbride@srslabs.com
(949) 442-5596
Media:
The Abernathy MacGregor Group for SRS Labs, Inc.
Jim Lucas/Joe Hixson
JBL@abmac.com/JRH@abmac.com
(213) 630-6550
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