Skullcandy, Incipio and Powder Merger Sub have entered into an amendment to their previously announced Agreement and Plan of Merger
OREANDA-NEWS. Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands, and Incipio, LLC (“Incipio”), a leading global consumer technology solutions platform, jointly announced today that, on August 3, 2016, Skullcandy, Incipio, and Powder Merger Sub, Inc. (“Purchaser”), a wholly owned subsidiary of Incipio, have entered into an amendment (the “Amendment”) to their previously announced Agreement and Plan of Merger (“Merger Agreement”). Pursuant to the Amendment, Purchaser increased the offer price to acquire all the outstanding shares of common stock of Skullcandy from $5.75 per share to $6.10 per share in cash, or a total of approximately $188.6 million.
The revised offer price of $6.10 per share represents approximately a 6% premium over the original Incipio offer and approximately a 37% premium over Skullcandy’s closing share price on June 22, 2016, the last trading day prior to the announcement of the original merger agreement with Incipio.
The Skullcandy board of directors continues to recommend that Skullcandy’s stockholders accept Purchaser’s offer and tender their shares pursuant to Purchaser’s offer. Skullcandy also announced today that the Skullcandy board of directors no longer deems the proposal received on July 28, 2016 from Mill Road Capital Management LLC to acquire Skullcandy for $6.05 per share in cash to be a “Superior Proposal” as defined in the Merger Agreement.
The tender offer documents and Skullcandy’s solicitation/recommendation statement on Schedule 14D-9 will be amended to reflect the amended terms. The tender offer is being extended and will now expire at 12:00 midnight, New York City time, on Wednesday, August 17, 2016, unless further extended.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has advised Incipio and Purchaser that, as of 8:00 p.m., New York City time, on August 2, 2016, 583,764 shares of common stock of Skullcandy were tendered pursuant to the tender offer, which represented approximately 1.74% of the outstanding shares of common stock of Skullcandy. Stockholders who have already tendered their shares will receive the benefit of the $6.10 per share price and need not take any action in order to do so.
About Skullcandy, Inc.
Skullcandy, Inc. creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands. Founded at the intersection of music, sports, technology and creative culture, the Skullcandy brand creates world-class audio and gaming products for the risk takers, innovators, and pioneers who inspire us all to live life at full volume. From new innovations in the science of sound and human potential, to collaborations with up-and-coming musicians and athletes, Skullcandy lives by its mission to inspire life at full volume through forward-thinking technologies and ideas, and leading edge design and materialization. Astro Gaming creates premium video gaming equipment for professional gamers, leagues, and gaming enthusiasts. Astro Gaming was founded in the pits of competitive gaming and has become synonymous with pinnacle gaming experiences. Skullcandy and Astro Gaming products are sold and distributed through a variety of channels around the world from the Company’s global locations in Park City, San Francisco, Tokyo, Zurich, Mexico City, and Shanghai, as well as through partners in some of the most important culture, sports, and gaming hubs in the world.
About Incipio, LLC
Incipio is a global consumer technology solutions platform operating a diverse portfolio of owned and licensed brands at the intersection of design and functionality. Founded in Southern California in 1999, Incipio’s strategy begins with a passion for building amazing product and a commitment to serve its customers. Incipio’s portfolio of brands offers compelling solutions that meet the needs of today’s active mobile consumers, who demand more out of the products they use. Leveraging its powerful back-end platform of shared resources, Incipio’s brands deliver a complete solution to retailers and consumers alike. Incipio’s strategy of delivering a fully assorted mix of premium company-owned brands and licensed blue-chip lifestyle brands has quickly cemented it as the preeminent consumer technology platform in the industry. The formula behind Incipio’s model is based on operational excellence coupled with a commitment to best-in-class product design & engineering, all backed by a robust proficiency in manufacturing and distribution. The company’s 300+ employees operate through nine offices around the world and allow it to reach over 50,000 retail doors globally. What was once a startup that grew out of a suburban garage in Southern California has turned into an international platform with a mission to enhance the mobile lifestyle by delivering only the best brands and products to active mobile consumers around the globe.
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