Highlights Strong Performance, Significant
Opportunities for Continued Growth and Board’s Commitment to
Maximizing Stockholder Value
Urges Stockholders to Vote “FOR” All Six of
Turtle Beach’s Director Nominees on the BLUE Proxy Card
Underscores the Donerail Group’s Self-Serving
Agenda to Gain Effective Control of Turtle Beach’s Board Without
Any Strategic Proposals, Relevant Skills, or Value Proposition to
Stockholders
Launches www.VoteTurtleBeach.com, Providing
Additional Information for Stockholders Including Turtle Beach’s
History of Constructive Engagement with Donerail
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 EBITDA1 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 finance. The Board regularly evaluates
its composition to ensure it reflects the appropriate skills,
expertise and diversity to oversee the Company’s continued
transformation. To that end, over the past two years the Board has
appointed two new directors who bring fresh perspectives and whose
backgrounds add to the Board’s deep bench of talent. We are
confident that the experience and skillsets of the Turtle Beach
directors are vastly superior to those of Donerail’s nominees in
every relevant area, including those critical to overseeing the
Company’s strategy and maximizing future value creation.
The definitive proxy materials and other materials regarding the
Board of Directors’ recommendation for the 2022 Annual Meeting of
Stockholders can be found at www.VoteTurtleBeach.com.
____________________
1 Adjusted EBITDA is a non-GAAP financial measure. Please refer
to the Company’s earnings releases for the applicable years for
reconciliations of adjusted EBITDA to its comparable GAAP financial
measure.
The full text of the letter being mailed to stockholders
follows:
Vote the Enclosed BLUE Proxy Card “FOR” All of Turtle Beach’s Highly
Qualified Director Nominees
April 25, 2022
Dear Fellow Stockholders,
The Turtle Beach Board of Directors and management team are
singularly focused on enhancing the value of your investment in
Turtle Beach and have been unified and unwavering in our commitment
to acting in the best interests of our stockholders.
At the upcoming Annual Meeting you will have an important choice to
make regarding the future of your investment in Turtle Beach. There
are four important reasons why we believe the choice is clear and
you should vote “FOR” all six of Turtle Beach’s director nominees –
Juergen Stark, Greg Ballard, Yie-Hsin Hung, William Keitel, Kelly
Thompson and Dr. Andrew Wolfe – on the
BLUE proxy card today.
•
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 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.
•
After failing to substantiate the
financing for their offers, Donerail is seeking to gain effective
control of Turtle Beach without paying a premium to Turtle Beach
stockholders.
•
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.
Under the Board’s oversight, Turtle Beach’s expert management
team has transformed 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, despite the challenging operating environment that
constrained growth across the gaming market industry. Critically,
the Company’s execution across its now seven product categories
allowed it to launch a record number of new products and deliver
peer-competitive 10% EBITDA margins in 2021. Moreover, the Company
expects to deliver roughly $100 million of revenue exclusive of its
console gaming headsets, reaffirming the fact that its diverse
portfolio, expert operational management and strong consumer demand
have positioned the Company well to capitalize on the continuing
growth of the gaming sector.
In addition, Turtle Beach has a strong track record of
execution. Turtle Beach’s performance has delivered total
stockholder returns of over 350% over the last five years, along
with revenue and adjusted EBITDA growth of over 110% and over 800%,
respectively, over that same period. Given this performance, we
believe our long-term investors, analysts and external partners
recognize the Turtle Beach management team’s strong execution.
Indeed, in a May 13, 2021 call that Donerail hosted for a group of
investors, Will Wyatt of Donerail himself stated “the management
team is exceptional.”
The Donerail Group LP (“Donerail”), SCW Capital Management and
other participants in their solicitation (collectively, the
“Donerail Group”) are seeking to replace all six of Turtle Beach’s
directors in order to take effective control of Turtle Beach
without paying you a premium for your investment, without adding
any strategic value to the Company and likely putting the Company
into a fire-sale mode. If successful, this action would jeopardize
the incredible momentum underway at Turtle Beach, putting not only
the value of our growth investments at risk, but also risking the
value of your investment.
The Turtle Beach Board and management team have engaged
extensively with Donerail for more than a year in an attempt to
foster a constructive dialogue. Over this time, members of the
Turtle Beach Board and management team, along with our financial
and legal advisors, have conducted dozens of interactions with
Donerail related to Donerail’s bid to acquire Turtle Beach, and
most recently in good-faith efforts to seek a resolution that would
avoid a costly and time-consuming proxy contest. Following
Donerail’s decision to withdraw its offer to acquire Turtle Beach,
for which, despite 17 requests from Turtle Beach, Donerail never
provided the necessary financing information, we believe that
the Donerail Group’s primary objective is to take
effective control of Turtle Beach without paying any premium to
their fellow stockholders, ultimately putting your investment in
the hands of those without the appropriate skillsets to maximize
value. Given the lack of relevant experience of the
Donerail Group’s nominees and their hostility towards the Company’s
management and strategy, we believe that allowing them to take
effective control of Turtle Beach would significantly impair the
Company’s ability to continue to operate effectively and result in
a rushed fire-sale that would be value destructive to Turtle Beach
stockholders.
We urge you to vote the BLUE
proxy card “FOR” all of Turtle Beach’s director nominees. Our
Board does NOT endorse any of Donerail’s nominees and
strongly urges you NOT to sign or return any other proxy
card sent to you, whether by or on behalf of the Donerail
Group.
Turtle Beach’s Strong Execution and
Strategic Investments Will Drive Future Growth and Value
Creation
The gaming sector continues to grow, with a total addressable
market of $180 billion that is expected to reach more than $200
billion in 2024. Additionally, the broader gaming market is the
largest and most expansive industry in the world of entertainment
at over $270 billion, with new gamers entering the marketplace
every day.
Turtle Beach has a strong balance sheet and no outstanding
long-term debt, giving the Company significant financial
flexibility to pursue investments in organic and inorganic growth
opportunities while returning capital to stockholders. Consistent
with this, in 2021 the Company effectively allocated capital
towards inventory management, successfully expanded into new gaming
categories and repurchased approximately $5 million in stock. The
capital allocated to acquisitions and organic growth opportunities
over the past three years has resulted in roughly $100 million of
new businesses already in 2022.
The Turtle Beach Board is overseeing a continuing and
comprehensive transformation of the Company, which has driven
strong performance and brought innovative new products to the
market. Furthermore, Turtle Beach is executing a clearly
defined plan to leverage current market trends and capitalize on
the massive opportunities ahead by:
- Maintaining our market share of 40% or more in the U.S. for
12 consecutive years, allowing us to continue as the clear
leader in the $1.7 billion console gaming headsets category.
- Further broadening our PC portfolio and award-winning ROCCAT
PC gaming accessories business to build on our rapid expansion
into the $3.8 billion PC gaming accessories market. The ROCCAT
business has already generated more than 10 times the mid-2019
purchase price in revenues.
- Driving significant growth in the gamepad controller, gaming
simulation accessories and microphone categories that we
entered in 2021, and which will contribute meaningfully to our
target of roughly $100 million of non-console-headset revenue in
2022.
- Continuing to identify and selectively pursue other growth
opportunities, as our business expansion across product
categories and geographies continues to perform well, while also
continuing to look for organic growth and acquisition opportunities
to expand our addressable markets and drive growth in line with our
10 to 20% annual growth target.
Turtle Beach is executing on this strategy, building on a long
history of strong performance by its expert leadership team, who
successfully restructured a highly-levered balance sheet inherited
from prior management by paying down over $75 million of debt in
2017 and 2018 and navigated through a highly disruptive console
transition. While Donerail has been focused on a Turtle Beach of
the past, the Turtle Beach of today is in a strong financial
position, poised for continued future growth.
Our best-in-class product portfolio, combined with a proven
ability to navigate market challenges and execute our strategy,
gives us confidence in our ability to continue driving long-term
value and attractive returns for stockholders.
Accordingly, our research analysts are taking note of our strong
performance and recognize that the actions our Board and management
team have taken are driving performance and value for our
stockholders2:
"...we remain positive on Turtle Beach
long-term. The company has repeatedly proved that it can maintain
or build market share in various environments, while its nascent
but rapidly expanding PC gaming headset and accessories segment is
offsetting current declines in console peripherals up against
difficult comparisons. Additionally, Turtle Beach's available cash
for M&A and new in-house product development provides it with
plenty of runway for growth in the years ahead.” – Wedbush,
3/3/2022
"The company is doing a good job at
mitigating the market pressures by diversifying its revenue mix (PC
growing), introducing new innovative products (we need one of those
48hr battery life headsets), and expanding internationally.” – DA
Davidson, 3/3/2022
"While facing a more challenging retail
gaming environment, logistic issues, and inflationary component
costs, Turtle Beach remains well-positioned with a dominant market
share in its key console segments. As console supply returns to
normal levels and freight costs come down, the stock is relatively
inexpensive given the quality of its business and the potential for
Turtle Beach to be a nicely accretive acquisition target for a more
significant CE/gaming hardware player.” – Lake Street, 3/3/2022
“We believe management's data-driven approach
to managing the business positions the company to take additional
share of the growing $1.7B + console headset market, successfully
expand into the $3.8B + PC headset and accessories market, and the
$2.3B global microphone market, as well as the ~$1B aggregate
third-party controller and flight simulator product markets.” –
Maxim, 3/3/2022
____________________
2 Permission to use quotes neither sought nor obtained
Turtle Beach’s Highly Qualified and Engaged
Board is Vastly Superior to Donerail’s Slate
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 finance. All six of our nominees have
executive leadership experience, and three of the five independent
directors have served on other public company boards.
Furthermore, the Board regularly evaluates its composition to
ensure it reflects the appropriate skills, expertise and diversity
to oversee the Company’s continued transformation. To that end,
over the past two years the Board has appointed two new directors
who bring fresh perspectives and whose backgrounds add to the
Board’s deep bench of talent. Notably, the April 2021 appointment
of Yie-Hsin Hung, CEO of New York Life Investment Management,
brings to the Board the perspective of an accomplished investor
along with significant expertise in capital markets and
M&A.
Turtle Beach Board of Directors Skills
& Experience
Number of Turtle Beach
Directors
Executive Leadership Experience
6
Mergers & Acquisitions Experience
5
Financial & Operations Experience
4
Product & Intellectual Property
Strategies Experience
4
eCommerce & Merchandising
Experience
3
Capital Markets & Investment
Management Experience
3
Senior Management Experience for Game
Developers & Publishers
3
Computer Technology Experience – Hardware
& Software Development
3
Other Public Company Board Experience
3
Juergen Stark, CEO and Chairman
- Brings over 20 years of experience in hardware and software
technology businesses, including as COO of Motorola Mobility’s
multi-billion-dollar mobile devices business.
- Led Turtle Beach’s brand leadership in console gaming headsets,
while expanding the brand into new categories including controllers
and gaming simulation accessories. In addition, Mr. Stark navigated
Turtle Beach through a highly disruptive console transition and the
restructuring of a highly-levered balance sheet inherited from
prior management, retiring all long-term debt.
- Under his leadership, Turtle Beach has completed two
significant acquisitions, including ROCCAT GmbH in 2019, which
drove the Company’s expansion into PC accessories, and Neat
Microphones in 2021, which advanced the Company’s expansion into
the digital microphone market.
Greg Ballard, Independent Director
- Brings nearly 40 years of experience as an executive, investor
and entrepreneur with various technology companies, currently
serving as general partner of Eleven Ventures, an early-stage
venture capital fund focused on VR/AR, digital gaming and
e-sports.
- Previously served as SVP of Mobile, Social and Emerging
Platforms and SVP of Digital Games for Warner Bros. Interactive
Entertainment.
- In addition, has been President or CEO at Virgin USA, SonicBlue
Inc., Ancestry.com, 3DFX Interactive and Capcom and held a senior
management position at Warner Bros. He has previously served on the
Boards of DTS Inc., Glu Mobile Inc., Pinnacle Systems, Inc.,
Imagine Games Network and THQ Inc.
Yie-Hsin Hung, Independent Director
- Brings 30 years of executive leadership experience with
expertise in capital markets, M&A and capital allocation.
- Currently CEO of New York Life Investment Management, a global
asset manager with more than $400 billion of assets under
management, a role she’s held since 2015. Prior to her appointment
as CEO, Ms. Hung held several other leadership roles within New
York Life, including Co-President, Head of Institutional
Investments and Head of Alternative Investments.
- Named to American Banker’s 25 Most Powerful Women in Finance
and Barron’s 100 Most Influential Women in U.S. Finance.
William Keitel, Lead Independent Director
- Brings nearly 30 years of senior executive technology and
semiconductor company experience, including serving as CFO of
Qualcomm for 11 years, among other senior financial roles.
- During his 17 years at Qualcomm, Qualcomm grew its revenues
from approximately $800 million to approximately $25 billion.
- Named to Institutional Investor Magazine’s “Best CFOs in
America” list for nine consecutive years.
Kelly Thompson, Independent Director
- Brings over 20 years of consumer retail experience across
physical, digital and omni-channels.
- Previously served as COO of samsclub.com, a subsidiary of
Walmart, overseeing a multi-billion-dollar omni-channel P&L as
well as transformation efforts within the “digital” strategic
workstream.
- Prior to samsclub.com, Ms. Thompson was SVP, Global Category
Development for Walmart eCommerce and SVP Merchandising, Planning
and Marketplace for Walmart.com where she focused on portfolio
expansion and delivered growth at an accelerated rate.
- Currently serves on the Boards of Directors for First Hawaiian
Inc, a.k.a. Brands and Bolt Threads.
Dr. Andrew Wolfe, Independent Director
- Brings over 30 years of experience working with Fortune 500
companies and technology startups with expertise in developing new
products and technologies as well as in product and intellectual
property strategy.
- Founded Wolfe Consulting in 2002, and currently serves as a
technology and intellectual property consultant in the consumer
electronics, computer and semiconductor industries. He also
testifies and serves as a consulting expert for intellectual
property and other technology-related litigation matters.
- Serves as a lecturer at Santa Clara University where he teaches
about Embedded Systems, Computer Architecture and
Mechatronics.
Your Board will continue to work closely with Turtle Beach’s
expert management team to continue to drive stockholder value. We
are confident that the experience and skillsets of the Turtle Beach
directors are vastly superior to those of Donerail’s nominees in
every relevant area, including those critical to overseeing the
Company’s strategy and maximizing future value creation. In sharp
contrast to Turtle Beach’s nominees, few of Donerail’s nominees
have even minimal consumer electronics experience.
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 Donerail’s 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
Donerail’s 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 Company’s competitive
positioning, business strategy and record of execution. In
addition, Donerail has repeatedly misrepresented facts regarding
the Board and management team’s 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 Donerail’s 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 Board’s
ongoing responsibility to consider alternate paths to maximizing
stockholder value, a responsibility the Board has always carried
out in line with our longstanding commitment to acting in the best
interest of stockholders. Indeed, despite Donerail’s public
campaign of misinformation and disparagement, which only serves to
disrupt and discourage other third-party interest, our engagement
with Donerail was conducted with the same good faith efforts as
with any other third party.
Rest assured, the Board remains focused on acting in the best
interests of stockholders. 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.
In contrast to the value-creating strategy that Turtle Beach is
executing, Donerail has not offered any actionable suggestions or
ideas to improve performance, despite having engaged with Turtle
Beach for over a year, despite having previously made offers to
acquire the Company and despite launching a campaign to replace the
entire Turtle Beach Board, including our CEO, Juergen Stark.
Donerail has simply made broad, general criticisms of the Company’s
performance and strategy while ignoring the significant progress
that Turtle Beach is making in executing its strategic plan. The
only game plan that Donerail seems to have is to sell the Company,
and if they were to take effective control of the Board, we believe
they would have few alternatives than to engage in a rushed
fire-sale, which would be value destructive for stockholders, since
potential acquirors would be aware of their limited options.
Your Board has been open-minded and responsive to stockholder
input and has attempted to find a constructive resolution on
numerous occasions. Do not be misled by Donerail’s falsehoods and
mischaracterizations of its engagement with the Company.
The Board has made multiple attempts to seek a resolution that
would avoid a costly and time-consuming proxy contest. Donerail has
responded to our proposed frameworks with proposals that we do not
believe any Board would consider appropriate. The conspicuous
omission of the Board’s repeated settlement offers in Donerail’s
public materials, along with numerous other omissions, falsehoods
and misrepresentations, demonstrates their willingness to distort
the truth.
While we are serious about finding a resolution that advances
the interests of stockholders, we believe that Donerail’s refusal
to engage in good faith on its own acquisition proposals, as well
as on the Board’s settlement proposals, makes clear that their sole
objective is to take effective control of Turtle Beach without
paying a premium to stockholders. We are committed to continuing to
take actions that allow us to deliver on our core objective of
driving long-term, sustainable value for stockholders.
Protect the Value of Your Turtle Beach
Investment:
Vote the BLUE
Proxy Card Today
Turtle Beach is executing on a clear and value-creating
strategy, and the successful implementation of this strategy is
driving strong financial results. Our Board is uniquely equipped to
oversee the execution of Turtle Beach’s strategic plan, with the
expertise necessary to deliver on our objectives and enhance
stockholder value.
We urge you to use the enclosed BLUE proxy card to vote today “FOR” each of Turtle
Beach’s six qualified and experienced director nominees:
Juergen Stark, Greg Ballard, Yie-Hsin Hung, William Keitel, Kelly
Thompson and Dr. Andrew Wolfe.
The Donerail Group’s attempt to take effective control of the
Board would derail continued progress and risk the value of your
investment. We encourage you not to vote
using any white proxy card you may receive from the Donerail
Group – even as a “protest vote.” Any vote on the white proxy card
(including withholding on the Donerail Group’s nominees) will
revoke your prior vote on a BLUE proxy
card. Only your latest-dated proxy counts. If you have already
voted using a white proxy card, you can revoke it by following the
instructions on the enclosed BLUE
proxy card to vote by telephone, by internet or by signing, dating
and returning the BLUE proxy card in
the postage-paid envelope provided.
The Turtle Beach Board has been unwavering in its commitment to
act in the best interest of all stockholders. We look forward to
continuing our engagement with you as we work to drive growth and
deliver enhanced value now and in the years ahead.
Thank you for your support.
Sincerely, Your Turtle Beach Board of Directors
Your
Vote Is Important, No Matter How Many or How Few Shares You
Own
You can vote by Internet,
telephone or by signing and dating the BLUE proxy card and mailing it in the envelope
provided.
If you have any questions about
how to vote your shares, or need additional assistance, please
contact:
MACKENZIE PARTNERS,
INC.
HEAR@mackenziepartners.com
(212) 929-5500
or
Toll-Free (800)
322-2885
REMEMBER:
We urge you NOT to vote using
any WHITE proxy card sent to you by Donerail, as doing so will
revoke your vote on the BLUE proxy
card.
Advisors
BofA Securities is serving as financial advisor to Turtle Beach
and Vinson & Elkins L.L.P. and Orrick, Herrington &
Sutcliffe LLP are serving as legal counsel to Turtle Beach.
Forward-Looking Statements
This press release includes forward-looking information and
statements within the meaning of the federal securities laws.
Except for historical information contained in this release,
statements in this release may constitute forward-looking
statements regarding assumptions, projections, expectations,
targets, intentions or beliefs about future events. Statements
containing the words “may”, “could”, “would”, “should”, “believe”,
“expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”,
“project”, “intend” and similar expressions, or the negatives
thereof, constitute forward-looking statements. Forward-looking
statements involve known and unknown risks and uncertainties, which
could cause actual results to differ materially from those
contained in any forward-looking statement. Forward-looking
statements are based on management’s current belief and
expectations, as well as assumptions made by, and information
currently available to, management.
While the Company believes that its expectations are based upon
reasonable assumptions, there can be no assurances that its goals
and strategy will be realized. Numerous factors, including risks
and uncertainties, may affect actual results and may cause results
to differ materially from those expressed in forward-looking
statements made by the Company or on its behalf. Some of these
factors include, but are not limited to, risks related to, the
substantial uncertainties inherent in the acceptance of existing
and future products, the difficulty of commercializing and
protecting new technology, the impact of competitive products and
pricing, general business and economic conditions, risks associated
with the expansion of our business including the integration of any
businesses we acquire and the integration of such businesses within
our internal control over financial reporting and operations, our
indebtedness, the Company’s liquidity, and other factors discussed
in our public filings, including the risk factors included in the
Company’s most recent Annual Report on Form 10-K, Quarterly Report
on Form 10-Q, and the Company’s other periodic reports. Except as
required by applicable law, including the securities laws of the
United States and the rules and regulations of the Securities and
Exchange Commission (the “SEC”), the Company is under no obligation
to publicly update or revise any forward-looking statement after
the date of this release whether as a result of new information,
future developments or otherwise.
Important Additional Information
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company’s
stockholders in connection with the 2022 Annual Meeting of
Stockholders. The Company has filed a definitive proxy statement
and a BLUE proxy card with the SEC in connection with any
such solicitation of proxies from the Company’s stockholders.
STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH
PROXY STATEMENT, ACCOMPANYING BLUE PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS
THEY CONTAIN IMPORTANT INFORMATION. Information regarding the
identity of the participants and their direct or indirect
interests, by security holdings or otherwise, is set forth in the
definitive proxy statement and other materials filed with the SEC
in connection with the upcoming Annual Meeting. Stockholders can
obtain the definitive proxy statement and any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge on the SEC’s website at
www.sec.gov. Copies are also available at no charge on the
Company’s website at https://corp.turtlebeach.com.
About Turtle Beach Corporation
Turtle Beach Corporation (https://corp.turtlebeach.com) is one
of the world’s leading gaming accessory providers. The Turtle Beach
brand (www.turtlebeach.com) is known for pioneering first-to-market
features and patented innovations in high-quality, comfort-driven
headsets for all levels of gamer, making it a fan-favorite brand
and the market leader in console gaming audio for the last decade.
Turtle Beach’s ROCCAT brand (www.roccat.com) combines detail-loving
German innovation with a genuine passion for designing the best PC
gaming products. Under the ROCCAT brand, Turtle Beach creates
award-winning keyboards, mice, headsets, mousepads, and other PC
accessories. Turtle Beach’s Neat Microphones brand
(www.neatmic.com) creates high-quality USB and analog microphones
for gamers, streamers, and professionals that embrace cutting-edge
technology and design. Turtle Beach’s shares are traded on the
Nasdaq Exchange under the symbol: HEAR.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220424005105/en/
For Investor Information, Contact: Cody Slach or Alex Thompson
Gateway Investor Relations On Behalf of Turtle Beach 949.574.3860
HEAR@gatewayir.com
For Media Information, Contact: MacLean Marshall Sr. Director –
PR/Communications Turtle Beach Corp. 858.914.5093
maclean.marshall@turtlebeach.com
Mackenzie Partners Bob Marese / Jeanne Carr 212.929.5405 /
212.929.5916
Joele Frank, Wilkinson Brimmer Katcher Jed Repko / Nick
Lamplough 212.355.4449
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