HEAR - Turtle Beach to Acquire PDP and Launch Reverse Dutch Auction

2024-03-13 17:58:08 ET

DENVER, Colo., Mar 13, 2024 ( 247marketnews.com )- Turtle Beach Corporation (NASDAQ: HEAR ) stated that its Board of Directors approved comprehensive and value-creative changes to its business, capital allocation and senior leadership, following Turtle Beach’s establishment of a Value Enhancement Committee in 2023.

After considering a comprehensive range of strategic, operational and financial alternatives, Turtle Beach executed definitive agreements to acquire PDP, a leading gaming accessories provider at an enterprise value for PDP of $118 million

The combined company projects first full year revenues of $390 to 410 million, with PDP’s adjusted EBITDA projected to reached $22 to $28 million in the first full 12 months of ownership and $10 to $12 million annual run-rate cost synergies for the transaction.

Turtle Beach’s Board of Directors appointed Cris Keirn as CEO, who stated, “I’m honored to work with the amazing team at Turtle Beach, now including our new colleagues from PDP, as we continue to deliver fantastic new products for gamers and value to our shareholders.

“Working with our industry partners, and with the combined expertise of our teams, we will drive a transformational change to the company’s scale and execution with innovation and expansion of our leadership positions across gaming accessory categories.”

Turtle Beach intends to launch a modified “Dutch Auction” Tender Offer to repurchase up to $30 Million of its common stock in the $13.75-$15.00 per share range.

A modified “Dutch Auction” Tender Offer allows shareholders to indicate how many shares of Common Stock and at what price within the range described above they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest per-share price that will enable it to acquire up to $30 million in value of Common Stock.Executive Management and the Board of Directors of Turtle Beach do not plan on participating in the tender offer.

“After a comprehensive review of strategic actions and significant engagement by the Board of Directors, I am excited about the announcements made today that we believe will create substantial value for Turtle Beach shareholders,” said Terry Jimenez, Chairman of the Board of Directors and Chairman of the Value Enhancement Committee. “Acquiring PDP, announcing a modified Dutch auction tender offer, and appointing Cris Keirn as our next CEO are significant outcomes that are a result of a thorough review of our business opportunities ahead. We are pleased to welcome the PDP team to Turtle Beach, and we look forward to benefiting from our improved financial profile, gaming product portfolio and industry-leading team. In addition, we are pleased to welcome both Cris and Dave to our Board, both of whom are excellent additions. We’re also excited to have Cris leading the business as CEO and believe his industry expertise and leadership skills are critical to advancing our strategy to drive growth across our gaming accessories businesses and generate substantial profit. Ultimately, each of these outcomes better position the Company for future success and value creation for shareholders.”

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