Turtle Beach Files Definitive Proxy Materials and Mails Letter to Stockholders – The Bakersfield Californian
WHITE PLAINS, N.Y.–(BUSINESS WIRE)–Apr 25, 2022–
Leading gaming accessory maker Turtle Beach Corporation (Nasdaq: HEAR) (“Turtle Beach” or the “Company”) today announced that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its upcoming Annual Meeting of Stockholders scheduled for June 7, 2022. Stockholders of record as of April 8, 2022 will be entitled to vote at the meeting.
In connection with the filing of the definitive proxy statement, Turtle Beach is mailing a letter to stockholders.
Highlights from the letter include:
- Under the Board’s oversight, Turtle Beach is executing a clearly defined strategy that is delivering strong performance and driving growth and value creation: The Board has overseen Turtle Beach’s management team execute a comprehensive transformation of the Company from a highly-levered gaming headset business into a debt-free diversified gaming and creator accessories business with ample room for growth. The Company recently reported the highest full-year total revenues in its history, and Turtle Beach has delivered total stockholder returns of over 350% over the last five years, along with revenue and adjusted EBITDA 1 growth of over 110% and over 800%, respectively, over that same period. Turtle Beach’s performance reinforces the belief that its diverse portfolio, expert operational management and strong consumer demand for its products have positioned the Company well to capitalize on the continuing growth of the gaming sector.
- The Board has engaged on strategic alternatives, including engaging in good faith on Donerail’s acquisition offers, consistent with its responsibility to evaluate alternative paths to maximize stockholder value: The Company has had dozens of interactions with Donerail since they first reached out in February 2021. Despite the Company’s good faith efforts, Donerail has continuously issued public letters and press releases with misleading and false information regarding the Company and its performance, and has repeatedly mischaracterized its offer to acquire the Company. As stated many times, the Turtle Beach 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. Ultimately, the best path to maximizing stockholder value, even in the event of an outcome of a potential future acquisition, is to steadily grow revenues, profits and cash flows as the Company has done.
- After failing to substantiate the financing for their offer, Donerail is seeking to gain effective control of Turtle Beach without paying a premium to Turtle Beach stockholders: After no fewer than 17 requests for Donerail to provide necessary information to verify its financing plan – and repeated indications from Donerail that the information was forthcoming – that information was never provided and the Turtle Beach Board was ultimately unable to deem Donerail’s offer to be credible and therefore actionable. Nevertheless, the Turtle Beach Board remains open to considering all opportunities that could maximize value for stockholders, including strategic alternatives, and is unanimous in its belief that the Company’s strategy will drive value and stockholder returns.
- We believe Turtle Beach’s nominees are vastly superior to Donerail’s candidates and have the right skills and expertise to oversee the Company’s continued transformation: The Turtle Beach Board is made up of six extremely qualified, engaged and experienced directors, five of whom are independent and who collectively offer a diverse set of backgrounds and significant relevant expertise in the technology, consumer electronics and retail sectors, M&A and …….