DTS, Inc. (Nasdaq:DTSI), a leader in high-definition audio, and
SRS Labs, Inc. (Nasdaq:SRSL), a leader in audio processing and
enhancement technologies, today announced that SRS stockholders
that wish to make an election with respect to the consideration to
be received in the proposed merger with DTS (the “Merger”) must
deliver a properly completed election form to Computershare by 5:00
p.m., New York City time, on July 16, 2012 (the “Election
Deadline”). Subject to SRS stockholder approval and other customary
closing conditions, DTS and SRS expect to close the Merger on July
20, 2012.
SRS stockholders who hold their shares through a bank, broker or
other nominee may have an election deadline earlier than the
Election Deadline. These stockholders should carefully review any
materials they receive from their bank, broker or other nominee to
determine the election deadline applicable to them.
As previously announced, on April 16, 2012, SRS entered into an
Agreement and Plan of Merger and Reorganization (“Merger
Agreement”) with DTS, DTS Merger Sub, Inc. and DTS LLC. Pursuant to
the terms of the Merger Agreement, if the Merger is completed, SRS
stockholders are entitled to receive for each share of SRS common
stock they hold at the effective time of the Merger, either (i)
$9.50 in cash, without interest and less any applicable withholding
taxes (“Per Share Cash Consideration”) or (ii) 0.31127 of a share
(“Per Share Stock Consideration”) of DTS common stock. SRS
stockholders may elect to receive their payment in cash or stock or
a combination thereof, subject to proration based on the
requirement in the Merger Agreement that 50% of the total shares of
SRS common stock issued and outstanding immediately prior to the
effective time of the Merger be converted into the right to receive
the Per Share Cash Consideration and 50% of the total shares of SRS
common stock issued and outstanding immediately prior to the
effective time of the Merger be converted into the right to receive
the Per Share Stock Consideration. As a result, notwithstanding the
election of an SRS stockholder to receive all cash or all stock or
a combination thereof, if either the cash election or the stock
election is oversubscribed or undersubscribed, then an SRS
stockholder may receive a combination of cash consideration or
stock consideration that is different from what he, she or it may
have elected, depending on the elections made by other SRS
stockholders.
SRS stockholders may revoke or change their election by sending
written notice to Computershare prior to the Election Deadline. In
the event that an SRS stockholder revokes his, her or its election
prior to the Election Deadline and does not make a subsequent
election prior to the Election Deadline, such stockholder’s shares
of SRS common stock will be treated as if no election has been
made, and such stockholder will receive consideration in whatever
form or mix that remains after taking into account other SRS
stockholders' elections and proration. SRS stockholders will not be
entitled to revoke or change an election after the Election
Deadline. Accordingly, if an SRS stockholder has made an election,
such stockholder will be unable to revoke the election or sell such
shares of SRS common stock during the interval between the Election
Deadline and the closing of the Merger.
Beginning on June 20, 2012, the required election form and
accompanying instructions were mailed to SRS stockholders of record
as of May 29, 2012. SRS stockholders, including those that acquired
their shares after May 29, 2012, may request copies of these
documents from SRS’ proxy solicitor, MacKenzie Partners, Inc., by
calling toll free, (800) 322-2885 or collect at (212) 929-5500. SRS
stockholders who hold their shares through a bank, broker or other
nominee should contact their bank, broker or other nominee to
obtain additional copies of the election documents.
About DTS, Inc.
DTS (Nasdaq: DTSI) is dedicated to making digital entertainment
exciting, engaging and effortless by providing state-of-the-art
audio technology to hundreds of millions of DTS-licensed consumer
electronics products worldwide. From a renowned legacy as a pioneer
in multi-channel audio, DTS became a mandatory audio format in the
Blu-ray Disc™ standard and is now increasingly deployed in enabling
digital delivery of movies and other forms of digital entertainment
on a growing array of network-connected consumer devices. DTS
technology is in home theaters, car audio systems, PCs, game
consoles, DVD players, televisions, digital media players, set-top
boxes, smart phones, surround music software and every device
capable of playing Blu-ray™ discs. Founded in 1993, DTS' corporate
headquarters are located in Calabasas, California with its
licensing operations headquartered in Limerick, Ireland. DTS also
has offices in Silicon Valley, Washington, China, France, Hong
Kong, Japan, South Korea, Taiwan, Singapore, and the United
Kingdom. For further information, please visit www.dts.com. DTS,
the Symbol, and DTS and the Symbol together, are registered
trademarks of DTS, Inc. All other trademarks are the properties of
their respective owners. © 2012 DTS, Inc. All rights reserved.
About SRS Labs, Inc.
Founded in 1993, SRS Labs (Nasdaq:SRSL) is an industry leader in
audio signal processing for consumer electronics across the four
screens: TV; PC; Mobile Phones; and Automotive Entertainment
Systems. Beginning with the audio technologies originally developed
at Hughes Aircraft, SRS Labs holds approximately 150 worldwide
registered and pending patents and is recognized by the industry as
an authority in research and application of audio post processing
technologies based on the human auditory principles. Through
partnerships with leading global CE companies, semiconductor
manufacturers, software developers, and content aggregators, SRS
Labs is recognized as a leader in audio enhancement, surround
sound, volume leveling, audio streaming, and voice processing
technologies. SRS Labs solutions have been included in nearly two
billion electronic products sold worldwide including flat panel
HDTVs, AV products, STBs, PCs, mobile phones, and automotive
entertainment and telematics systems. For more information, visit
www.srslabs.com.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. These forward-looking statements, which are
based on current expectations, estimates and projections about the
industry and markets in which DTS and SRS operate and beliefs of
and assumptions made by DTS, SRS and their respective management
teams, involve uncertainties that could significantly affect the
financial results of DTS or SRS or the combined company. Words
such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking
statements, which generally are not historical in nature. All
statements that address events or developments that we expect or
anticipate will occur in the future, including statements relating
to the expected timetable for completing the proposed transaction,
are forward-looking statements. These statements are not
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to
predict. Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions, we
can give no assurance that our expectations will be attained and
therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking
statements. For example, these forward-looking statements
could be affected by factors including, without limitation:
- the ability of the parties to satisfy
conditions to the closing of the transaction, including obtaining
the approval of SRS stockholders;
- the possibility that SRS or DTS may be
adversely affected by economic, business and/or competitive factors
before or after closing of the transaction;
- the ability to successfully complete
the integration of acquired businesses, including the businesses
being acquired from SRS by, among other things, realizing revenue,
expense and other synergies, renewing contracts on competitive
terms, successfully leveraging the information technology platform
of the acquired business, and retaining key personnel; and
- any adverse effect to DTS' business or
the business being acquired from SRS due to uncertainty relating to
the transaction.
This list of important factors is not intended to be
exhaustive. Additional risks and factors are discussed in
reports filed with the Securities and Exchange Commission ("SEC")
by DTS and SRS from time to time, including those discussed under
the heading "Risk Factors" in their respective most recently filed
reports on Form 10-K and 10-Q. Neither DTS nor SRS assume any
obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
In connection with the proposed merger transaction, DTS has
filed with the SEC, and the SEC declared effective on June 20,
2012, a Registration Statement on Form S-4 that includes SRS’ proxy
statement as part of the proxy statement/prospectus, that provides
details of the proposed merger and the attendant benefits and
risks. This communication is not a substitute for the proxy
statement/prospectus or any other document that DTS or SRS may file
with the SEC or send to SRS stockholders in connection with the
proposed merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS
AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC OR SENT TO
STOCKHOLDERS IN CONNECTION WITH THE PROPOSED MERGER TRANSACTION AS
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION.
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