Overview
Turtle Beach Corporation announced the adoption of a limited duration stockholder rights plan, effective June 23, 2025, to protect and maximize shareholder value. The plan aims to deter hostile takeovers and ensure the Board has sufficient time to evaluate any acquisition offers.
Adoption of Stockholder Rights Plan
- The Board approved a limited duration stockholder rights plan and declared a dividend of one right per outstanding share.
- The record date for the rights distribution is June 23, 2025, and the plan expires on June 9, 2026.
- The plan is designed to protect the company and stockholders from actions not in their best interests.
Key Features of the Rights Plan
- The plan’s rights become exercisable if a person or group acquires 10% or more of common stock without Board approval.
- Upon a triggering event, rights holders (except the acquirer) can buy company stock at a 50% discount.
- If the company is acquired after such an event, rights holders can purchase the acquirer’s stock at a similar discount.
- Those who already own 10% or more will not trigger penalties if they do not acquire more shares, with certain exceptions.
- The plan includes a clause enabling stockholders to call a special meeting to exempt certain qualifying offers.
Board’s Intent and Clarifications
- The plan is not adopted in response to any current takeover or acquisition proposal.
- The plan is not intended to deter fair offers or those beneficial to the company and its shareholders.
Disclosure and Further Information
- Detailed information will be filed with the SEC in a Form 8-K and a Registration Statement on Form 8-A.
- Documents will be available via the SEC website and the company’s investor relations page.
Company Background
- Turtle Beach is a leading provider of gaming accessories, including headsets, controllers, and simulation equipment.
- The company acquired Performance Designed Products LLC in 2024.
- Turtle Beach trades on the Nasdaq under the symbol TBCH.
Cautionary Statement on Forward-Looking Information
- The release contains forward-looking statements about the anticipated benefits of the rights plan.
- These statements are subject to risks and uncertainties, with no guarantee that company goals or the plan’s effectiveness will be realized.
- Factors affecting results are discussed in detail in the company’s SEC filings.
Contact Information