Altaris Capital Partners, LLC entered into a definitive agreement to acquire IntriCon Corporation (NasdaqGM:IIN) from Gabelli Funds, LLC, Beryl Capital Management LLC, Royce & Associates, LP and others for approximately $230 million on February 27, 2022. Under the terms of the agreement, IntriCon shareholders will receive $24.25 in cash for each share of IntriCon common stock they own. The transaction has fully committed financing from funds affiliated with Altaris. In addition, debt financing is to be raised by Altaris Capital in connection with the merger. Upon completion of the transaction, IntriCon will become a private company and IntriCon shares will no longer be listed on any public market. Under the terms of the merger agreement, IntriCon may solicit superior proposals from third parties for a period of 35 days continuing through April 3, 2022, and in certain cases for a period of 45 days continuing through April 13, 2022. Upon closing, IntriCon shares will be delisted from The NASDAQ Stock Market LLC. The Board of IntriCon has established a Special Committee of the Board composed of independent directors to address any acquisition proposals. In the event of termination, Altaris will pay a termination fee of $6 million while IntriCon will pay $4 million. O'Melveny & Myers LLP acted as a legal advisor to IntriCon Corporation in the transaction.

The transaction is subject to customary closing conditions, including approval by IntriCon shareholders, expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and receipt of regulatory approvals. IntriCon's Board of Directors has unanimously approved the merger agreement and recommends shareholders to vote in favor of the transaction. Board of Altaris approved the deal. The special meeting of Intricon shareholders will be held on May 24, 2022 to approve the transaction. The transaction is expected to close in the second quarter of 2022. Piper Sandler & Co. is serving as exclusive financial advisor to IntriCon and provided fairness opinion to Committee of IntriCon while Yelena Barychev and Frank Dehel of Blank Rome is acting as legal counsels. Jason L. Zgliniec and Steve E. Isaacs of Schiff Hardin LLP and Linklaters LLP are acting as legal counsels to Altaris. D.F. King & Co., Inc. is the proxy solicitation agent of Altaris Capital for a fee of approximately $12,500. Piper Sandler & Co.will receive a fee, currently estimated to be approximately $4.3 million, from Altaris Capital, which is contingent upon the consummation of the Merger, except for $500,000 of such fee which will be paid to Piper Sandler for rendering its fairness opinion and is creditable against the total fee.

Altaris Capital Partners, LLC completed the acquisition of IntriCon Corporation (NasdaqGM:IIN) from Gabelli Funds, LLC, Beryl Capital Management LLC, Royce & Associates, LP and others on May 24, 2022. Intricon Corporation shareholders has approved the transaction.