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 extended the election deadline for
SRS stockholders that wish to make an election with respect to the
consideration to be received in the proposed merger with DTS (the
"Merger") from 5:00 p.m., New York City time, on July 16, 2012, to
5:00 p.m., New York City time, on July 18, 2012 (the "New Election
Deadline"). SRS stockholders must deliver a properly completed
election form to Computershare by 5:00 p.m., New York City
time, on the New 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 New
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 New Election
Deadline. In the event that an SRS stockholder revokes his,
her or its election prior to the New Election Deadline and does not
make a subsequent election prior to the New 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 New 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 New 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.
The DTS, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=11752
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.
The SRS Labs, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13535
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.
DTS-I
CONTACT: DTS, Inc. Media & Investor Contacts:
Sard Verbinnen & Co for DTS, Inc.
John Christiansen/Andrew Cole
jchristiansen@sardverb.com/acole@sardverb.com
(415) 618-8750/(212) 687-8080
SRS Labs, Inc. Media & Investor Contacts:
Investors:
Chuck McBride/Chief Financial Officer
chuck.mcbride@srslabs.com
(949) 442-5596
Media:
The Abernathy MacGregor Group for SRS Labs, Inc.
Jim Lucas/Joe Hixson
JBL@abmac.com/JRH@abmac.com
(213) 630-6550
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