DO NOT PUT YOUR INVESTMENT AT RISK. We believe that the Donerail Group wants you to hand your company
over to its inferior slate of nominees and allow Donerail to take effective control of Turtle Beach without paying you a premium or offering any actionable idea to improve performance.
Turtle Beach Engaged with Donerail Extensively Over 14 Months and Remains Open to All Opportunities to Maximize Value
Consistent with our practice of regular engagement with stockholders to hear their perspectives and share ours, members of the Turtle Beach Board and
management team, including Juergen Stark as Chairman and CEO, have engaged extensively with Donerail over the past year. This included dozens of interactions since Donerail first reached out to the Company in February 2021. What began as normal
course interactions became a demand by Mr. Wyatt to join the Board and then an engagement on M&A with respect to his multiple bids to acquire Turtle Beach.
Throughout its engagement with Donerail, the Turtle Beach Board and its advisors made no fewer than 17 requests for verification and detail on
Donerails financing plan. Despite these requests, Donerail a newly formed fund with no track record of M&A and total Assets Under Management significantly lower than the price it offered to pay for Turtle
Beach never provided standard, basic documentation to demonstrate its ability to finance such a transaction. In other words, Donerail never produced anything sufficient for the Board, as fiduciaries, to deem
Donerails offer credible and therefore further progress discussions.
Indeed, on January 13, 2022, Mr. Wyatt
stated via email in response to yet another request to provide financing information that Donerail would revert back with appropriate materials in short order, clearly acknowledging himself that they had not been sent. Contrary to the
misleading assertions by Donerail, the standard, required materials were never sent. Ultimately, instead of providing any proof of financing, Donerail launched a costly and distracting proxy contest to gain effective control of Turtle Beach.
In light of this, stockholders should ask themselves whether Donerail was ever actually willing or able to pay them a premium for their
shares?
Despite our good faith efforts, Donerail has continually issued public letters and press releases with misleading and false information,
including mischaracterizing the Companys competitive positioning, business strategy and record of execution. In addition, Donerail has repeatedly misrepresented facts regarding the Board and management teams history of engagement with
Donerail relating to its April 2021 offer and its reduced (and quickly withdrawn) December 2021 offer to acquire the Company.
Indeed, in contrast to
Donerails assertions that it is acting in the best interest of all stockholders, Donerail directly benefited at the expense of other stockholders by acquiring 125,000 shares in mid-July 2021, and
promptly thereafter releasing their first public letter indicating they had put in an offer to acquire the Company at a significantly higher share price, only to then sell 285,000 shares days later at a price that was substantially below their
acquisition offer price but delivered them a profit of roughly $500,000 on the 125,000 shares alone.
As we have stated many times, the Board has been
and remains open to any strategic alternatives that would maximize value for stockholders. In that regard, Turtle Beach has, and will continue to, engage in discussions with strategic acquirors and private equity firms with respect to potential
strategic opportunities. These actions are consistent with the Boards ongoing responsibility to consider alternate