ITASCA, Ill.--(BUSINESS WIRE)--Jul. 1, 2015--
Knowles Corporation (NYSE: KN), a market leader and global supplier of
advanced micro-acoustic solutions and specialty components, today
announced the successful completion of its cash and stock tender offer
for all the outstanding shares of common stock of Audience, Inc. The
acquisition will expand Knowles’ existing expertise in intelligent audio
and signal processing solutions through Audience’s strong engineering
team and robust patent portfolio. The highly complementary product and
technology portfolios will enable Knowles to deliver comprehensive audio
solutions to its customers.
The offer expired as scheduled at 12:00 midnight (one minute after 11:59
p.m.), Eastern Time, on June 30, 2015. Following the expiration of the
offer, Knowles caused the completion of the merger of a wholly owned
subsidiary of Knowles with and into Audience, as a result of which
Audience became a wholly owned subsidiary of Knowles.
Based on preliminary information from the exchange agent for the offer,
21,349,817 shares, representing over 89.1 percent of the outstanding
shares of common stock of Audience as of the close of business on June
30, 2015, were validly tendered and not validly withdrawn prior to the
expiration of the offer. All of such shares have been accepted for
payment in accordance with the terms of the offer, including 1,534,095
of such shares that were tendered pursuant to the offer’s guaranteed
delivery procedure.
As previously announced, Knowles and Audience signed a definitive merger
agreement for Knowles to acquire Audience in a stock and cash merger
transaction. Pursuant to the merger agreement, each share of common
stock of Audience not accepted for payment in the offer, other than
those held by Knowles or Audience or their respective subsidiaries, or
holders who properly exercise appraisal rights, was converted into the
right to receive $2.51 per share in cash, without interest, and 0.13207
shares of Knowles common stock in the merger contemplated by the merger
agreement.
“As we continue on our journey from an acoustic components company to an
audio solutions organization, this acquisition expands our ability to
deliver intelligent audio solutions," said Jeffrey Niew, President and
CEO of Knowles. "We have complementary products and technologies, which
uniquely positions us to optimize the audio signal path to enhance
performance and enable new applications. Together we plan to enhance
shareholder value by providing our customers with highly differentiated
products and technologies.”
Audience will be incorporated into Knowles with the integration expected
to be accretive by Q4 of 2016 and generate annual cost synergies of
approximately $25 million, primarily from efficiencies in the areas of
manufacturing, procurement, logistics and general and administrative
functions. As a result of the acquisition, Audience common stock will
cease trading on the NASDAQ Stock Market.
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 certain statements regarding business
strategies, market potential, future financial performance, future
action, results and other statements that do not directly relate to any
historical or current fact which are “forward-looking” statements within
the meaning of the safe harbor provisions of the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, and the
Private Securities Litigation Reform Act of 1995. The words “believe,”
“expect,” “anticipate,” “project,” “estimate,” “budget,” “continue,”
“could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,”
“should,” “will,” “would,” “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: the
anticipated benefits of the acquisition, including synergies, may not be
realized; the integration of Audience’s operations with those of Knowles
may be materially delayed or may be more costly or difficult than
expected; the effects of disruption from the acquisition may make it
more difficult 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. Any
forward-looking statement speaks of as of the date on which it is made
and Knowles does not undertake any obligation to update any
forward-looking statements as a result of new information, future
developments or otherwise, except as expressly required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150701005846/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