The Donerail Group Announces That Its Recently Increased $36.50 All-Cash Offer Has Been Rejected By Turtle Beach Board
August 19 2021 - 2:00PM
The Donerail Group LP (together with its affiliates, “Donerail”),
one of the largest shareholders of Turtle Beach Corporation (the
“Company”, “Turtle Beach”, or “HEAR”), announced today that despite
having recently submitted an increased offer to acquire Turtle
Beach for all-cash consideration of $36.50 per share, up from its
original $34.50 per share bid, the Turtle Beach Board has rejected
Donerail’s updated acquisition proposal.
The $36.50 per share offer would have represented a transaction
valued at approximately $615 million, a premium of more than 42%
from yesterday’s closing price of $25.70, and a premium of over 30%
to Turtle Beach’s one-month volume weighted average price (VWAP)
prior to there being news regarding Donerail’s interest in Turtle
Beach.
In rejecting Donerail’s increased all-cash bid, the Board
indicated that it would only be willing to re-engage if Donerail
were to provide a proposal at a meaningfully higher price.
Donerail today issued the following statement in response to
Turtle Beach’s rejection:
“We are disappointed in the Board’s reaction to our highly
attractive, revised all-cash offer to purchase the entirety of
Turtle Beach. Our revised offer would provide a hefty 40% premium
to yesterday’s closing price, and the outright rejection of such a
compelling price has left us surprised and
dismayed.
Donerail is a disciplined, financial buyer and such an outright
rejection of a compelling price along with this Board’s prior
behavior leaves us doubting whether future good faith engagement
with this Board is even possible.
We remain one of the largest shareholders in Turtle Beach, and
are now more concerned than ever that the Board and management team
are unwilling to fully and faithfully explore and discuss
value-maximizing alternatives in order to preserve their positions
and the status quo. That the Board was so quick to summarily reject
a bona fide offer reflecting a 40+% premium should be a red flag
for all shareholders.
Donerail is a champion of corporate governance best practices,
and we intend to hold this management team and Board accountable if
our concerns regarding their entrenchment prove to be
well-founded.”
About Donerail
The Donerail Group LP is a Los Angeles-based investment adviser
that employs a value-oriented investment lens focusing on special
situations and event driven investments.
Investor Contact:
Wes Calvert, (310) 564-9992
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