ITASCA, Ill.--(BUSINESS WIRE)--Jun. 17, 2015--
Knowles Corporation (NYSE: KN), a market leader and global supplier of
advanced micro-acoustic solutions and specialty components, today
announced that it has extended the expiration of its previously
announced offer to acquire each outstanding share of common stock of
Audience, Inc. to 12:00 midnight (one minute after 11:59 p.m.), Eastern
Time, on June 30, 2015. In order to facilitate a third quarter closing
and to avoid the practical difficulties associated with completing the
acquisition prior to the end of the second quarter, Knowles increased
the cash portion of the offer consideration to $2.51 per share and
extended the offer by ten business days, the minimum extension required
by SEC regulations, in anticipation of a closing on July 1, 2015.
Under the revised terms of the offer, Knowles is offering to acquire
each outstanding share of common stock of Audience for consideration
consisting of $2.51 in cash, without interest, and a number of shares of
Knowles common stock equal to the amount obtained by dividing $2.50 by
the volume weighted average of the sale prices for Knowles common stock
as reported on the NYSE for each of the 10 consecutive trading days
ending on and including the second trading day prior to the final
expiration date of the offer (subject to the adjustment procedures and
collar as described in the prospectus/offer to exchange and the related
letter of transmittal). All other terms and conditions of the offer
remain unchanged.
The depositary of the offer has advised that, as of 4:00 p.m., Eastern
Time, on June 16, 2015, a total of approximately 10,691,607 shares of
Audience common stock were validly tendered and not validly withdrawn in
the offer.
The closing of the offer remains subject to customary closing
conditions, including the tender of a majority of outstanding shares of
Audience’s common stock and the effectiveness of the registration
statement of which the prospectus/offer to exchange forms a part. On
June 10, 2015, Knowles received notification from the Korea Fair Trade
Commission concluding that the offer and the merger do not violate the
Korean Monopoly Regulation and Fair Trade Act.
About Knowles
Knowles Corporation (NYSE: KN) is a market leader and global supplier of
advanced micro-acoustic solutions and specialty components serving the
mobile communications, consumer electronics, medical technology,
military, aerospace and industrial markets. Knowles has a leading
position in micro-electro-mechanical systems microphones, speakers and
receivers which are used in smartphones, tablets and mobile handsets.
Knowles is also a leading manufacturer of transducers used in hearing
aids and other medical devices and has a strong position in oscillators
(timing devices) and capacitor components which enable various types of
communication. Knowles’ focus on the customer, combined with unique
technology, rigorous testing and global scale, helps to deliver
innovative solutions and consistently dependable and precise products.
Founded in 1946 and headquartered in Itasca, Illinois, Knowles has more
than 13,000 employees in 15 countries around the world. For more
information, visit www.knowles.com.
Forward Looking Statements
This communication contains forward-looking statements that involve
risks and uncertainties. The words “believe,” “expect,” “anticipate,”
“project,” “estimate,” “budget,” “continue,” “could,” “intend,” “may,”
“plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,”
“expect,” “objective,” “forecast,” “goal,” “guidance,” “outlook,”
“effort,” “target” and similar expressions, among others, generally
identify forward-looking statements, which speak only as of the date the
statements were made. The matters discussed in these forward-looking
statements are based on current plans, expectations, forecasts and
assumptions and are subject to risks, uncertainties and other factors
that could cause actual outcomes or results to differ materially from
those projected, anticipated or implied in these forward-looking
statements. Where, in any forward-looking statement, an expectation or
belief as to future results or events is expressed, such expectation or
belief is based on the current plans and expectations of management and
expressed in good faith and believed to have a reasonable basis, but
there can be no assurance that the expectation or belief will be
achieved or accomplished. Many factors could cause actual results or
events to differ materially from those anticipated, including:
uncertainties as to the timing of the offer and the proposed merger;
uncertainties as to how many of the holders of shares of common stock of
Audience will tender their shares into the offer; the possibility that
various closing conditions for the offer or the proposed merger may not
be satisfied or waived; the effects of disruption from the offer or the
proposed merger making it more difficult for Knowles or Audience to
maintain relationships with employees (including potential difficulties
in employee retention), collaboration parties, other business partners
or governmental entities; other business effects, including the effects
of industrial, economic or political conditions outside of Knowles’
control; transaction costs; actual or contingent liabilities; and other
risks and uncertainties discussed in this communication and those
matters described under the sections entitled “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” of Knowles’ Annual Report on Form 10-K for the year ended
December 31, 2014, subsequent Reports on Forms 10-Q and 8-K, the
Schedule TO relating to the offer and other filings Knowles makes with
the Securities and Exchange Commission (the “SEC”). Any forward-looking
statement speaks of as of the date on which it is made and Knowles does
not assume any obligation to update or revise any forward-looking
statements whether as a result of new information, future events, or
otherwise, except as required by applicable law.
Additional Information and Where to Find It
This communication is neither an offer to purchase nor a solicitation of
an offer to sell shares of Audience. On May 19, 2015, Knowles filed with
the SEC a Tender Offer Statement on Schedule TO and a Registration
Statement on Form S-4 and Audience filed with the SEC the
Solicitation/Recommendation Statement on Schedule 14D-9. Audience’s
stockholders are urged to read the offer materials (including the
prospectus/offer to exchange and the related letter of transmittal)
because they contain important information that stockholders should
consider before making any decision regarding tendering their shares.
The offer materials are available for free at the SEC’s web site at www.sec.gov.
Free copies of the offer materials (including the Schedule TO and
Registration Statement) are also available on Knowles’ website at www.knowles.com
and free copies of the Schedule 14D-9 are available on Audience’s
website at www.audience.com.
Copies of the offer materials and Schedule 14D-9 may also be obtained
free of charge from Georgeson Inc., the information agent for the offer,
by writing Georgeson Inc., 480 Washington Blvd., 26th Floor, Jersey
City, NJ 07310, or by calling, toll-free, (888) 497-9677.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150617005407/en/
Source: Knowles Corporation
Investors
Knowles Investor Relations
Mike Knapp
630-238-5236
Mike.Knapp@Knowles.com
or
Media
Knowles
Communications
Melissa York
630-238-5242
Melissa.York@Knowles.com