DTS Inc. : DTS and SRS Labs Announce Extension of Stockholder Election Deadline
07/16/2012| 07:41pm US/Eastern

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CALABASAS, Calif., July 16, 2012 (GLOBE NEWSWIRE) --
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
Source: DTS, Inc.; SRS Labs, Inc.
News Provided by Acquire Media
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