Highlights Strong Performance, Significant Opportunities for Continued Growth and Board’s Commitment to Maximizing Stockholder Value
Urges Stockholders to Vote “FOR” All Six of Turtle Beach’s Director Nominees on the BLUE Proxy Card
Underscores the Donerail Group’s Self-Serving Agenda to Gain Effective Control of Turtle Beach’s Board Without Any Strategic Proposals, Relevant Skills, or Value Proposition to Stockholders
Launches www.VoteTurtleBeach.com, Providing Additional Information for Stockholders Including Turtle Beach’s History of Constructive Engagement with Donerail
In connection with the filing of the definitive proxy statement,
Highlights from the letter include:
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Under the Board’s oversight,
Turtle Beach is executing a clearly defined strategy that is delivering strong performance and driving growth and value creation: The Board has overseen Turtle Beach’s management team execute a comprehensive transformation of the Company from a highly-levered gaming headset business into a debt-free diversified gaming and creator accessories business with ample room for growth. The Company recently reported the highest full-year total revenues in its history, andTurtle Beach has delivered total stockholder returns of over 350% over the last five years, along with revenue and adjusted EBITDA1 growth of over 110% and over 800%, respectively, over that same period. Turtle Beach’s performance reinforces the belief that its diverse portfolio, expert operational management and strong consumer demand for its products have positioned the Company well to capitalize on the continuing growth of the gaming sector.
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The Board has engaged on strategic alternatives, including engaging in good faith on Donerail’s acquisition offers, consistent with its responsibility to evaluate alternative paths to maximize stockholder value: The Company has had dozens of interactions with Donerail since they first reached out in
February 2021 . Despite the Company’s good faith efforts, Donerail has continuously issued public letters and press releases with misleading and false information regarding the Company and its performance, and has repeatedly mischaracterized its offer to acquire the Company. As stated many times, the Turtle Beach Board has been and remains open to any strategic alternatives that would maximize value for stockholders. In that regard,Turtle Beach has, and will continue to, engage in discussions with strategic acquirors and private equity firms with respect to potential strategic opportunities. Ultimately, the best path to maximizing stockholder value, even in the event of an outcome of a potential future acquisition, is to steadily grow revenues, profits and cash flows as the Company has done.
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After failing to substantiate the financing for their offer, Donerail is seeking to gain effective control of
Turtle Beach without paying a premium toTurtle Beach stockholders: After no fewer than 17 requests for Donerail to provide necessary information to verify its financing plan – and repeated indications from Donerail that the information was forthcoming – that information was never provided and the Turtle Beach Board was ultimately unable to deem Donerail’s offer to be credible and therefore actionable. Nevertheless, the Turtle Beach Board remains open to considering all opportunities that could maximize value for stockholders, including strategic alternatives, and is unanimous in its belief that the Company’s strategy will drive value and stockholder returns.
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We believe Turtle Beach’s nominees are vastly superior to Donerail’s candidates and have the right skills and expertise to oversee the Company’s continued transformation: The Turtle Beach Board is made up of six extremely qualified, engaged and experienced directors, five of whom are independent and who collectively offer a diverse set of backgrounds and significant relevant expertise in the technology, consumer electronics and retail sectors, M&A and finance. The Board regularly evaluates its composition to ensure it reflects the appropriate skills, expertise and diversity to oversee the Company’s continued transformation. To that end, over the past two years the Board has appointed two new directors who bring fresh perspectives and whose backgrounds add to the Board’s deep bench of talent. We are confident that the experience and skillsets of the
Turtle Beach directors are vastly superior to those of Donerail’s nominees in every relevant area, including those critical to overseeing the Company’s strategy and maximizing future value creation.
The definitive proxy materials and other materials regarding the Board of Directors’ recommendation for the 2022 Annual Meeting of Stockholders can be found at www.VoteTurtleBeach.com.
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1 Adjusted EBITDA is a non-GAAP financial measure. Please refer to the Company’s earnings releases for the applicable years for reconciliations of adjusted EBITDA to its comparable GAAP financial measure.
The full text of the letter being mailed to stockholders follows:
Vote the Enclosed BLUE Proxy Card
“FOR” All of Turtle Beach’s Highly Qualified Director Nominees
Dear Fellow Stockholders,
The Turtle Beach Board of Directors and management team are singularly focused on enhancing the value of your investment in
| At the upcoming Annual Meeting you will have an important choice to make regarding the future of your investment in |
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Under the Board’s oversight, |
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The Board has engaged on strategic alternatives, including engaging in good faith on Donerail’s acquisition offers, consistent with its responsibility to evaluate alternative paths to maximize stockholder value. |
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After failing to substantiate the financing for their offers, Donerail is seeking to gain effective control of |
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We believe Turtle Beach’s nominees are vastly superior to Donerail’s candidates and have the right skills and expertise to oversee the Company’s continued transformation. |
Under the Board’s oversight, Turtle Beach’s expert management team has transformed the Company from a highly-levered gaming headset business into a debt-free diversified gaming and creator accessories business with ample room for growth. The Company recently reported the highest full-year total revenues in its history, despite the challenging operating environment that constrained growth across the gaming market industry. Critically, the Company’s execution across its now seven product categories allowed it to launch a record number of new products and deliver peer-competitive 10% EBITDA margins in 2021. Moreover, the Company expects to deliver roughly
In addition,
The Turtle Beach Board and management team have engaged extensively with Donerail for more than a year in an attempt to foster a constructive dialogue. Over this time, members of the Turtle Beach Board and management team, along with our financial and legal advisors, have conducted dozens of interactions with Donerail related to Donerail’s bid to acquire
We urge you to vote the BLUE proxy card “FOR” all of Turtle Beach’s director nominees. Our Board does NOT endorse any of Donerail’s nominees and strongly urges you NOT to sign or return any other proxy card sent to you, whether by or on behalf of the
Turtle Beach’s Strong Execution and Strategic Investments Will Drive Future Growth and Value Creation
The gaming sector continues to grow, with a total addressable market of
The Turtle Beach Board is overseeing a continuing and comprehensive transformation of the Company, which has driven strong performance and brought innovative new products to the market. Furthermore,
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Maintaining our market share of 40% or more in the
U.S. for 12 consecutive years, allowing us to continue as the clear leader in the$1.7 billion console gaming headsets category. -
Further broadening our PC portfolio and award-winning ROCCAT PC gaming accessories business to build on our rapid expansion into the
$3.8 billion PC gaming accessories market. The ROCCAT business has already generated more than 10 times the mid-2019 purchase price in revenues. -
Driving significant growth in the gamepad controller, gaming simulation accessories and microphone categories that we entered in 2021, and which will contribute meaningfully to our target of roughly
$100 million of non-console-headset revenue in 2022. - Continuing to identify and selectively pursue other growth opportunities, as our business expansion across product categories and geographies continues to perform well, while also continuing to look for organic growth and acquisition opportunities to expand our addressable markets and drive growth in line with our 10 to 20% annual growth target.
Our best-in-class product portfolio, combined with a proven ability to navigate market challenges and execute our strategy, gives us confidence in our ability to continue driving long-term value and attractive returns for stockholders.
Accordingly, our research analysts are taking note of our strong performance and recognize that the actions our Board and management team have taken are driving performance and value for our stockholders2:
“…we remain positive on
“The company is doing a good job at mitigating the market pressures by diversifying its revenue mix (PC growing), introducing new innovative products (we need one of those 48hr battery life headsets), and expanding internationally.” – DA Davidson,
“While facing a more challenging retail gaming environment, logistic issues, and inflationary component costs,
“We believe management’s data-driven approach to managing the business positions the company to take additional share of the growing
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2 Permission to use quotes neither sought nor obtained
Turtle Beach’s Highly Qualified and Engaged Board is Vastly Superior to Donerail’s Slate
The Turtle Beach Board is made up of six extremely qualified, engaged and experienced directors, five of whom are independent and who collectively offer a diverse set of backgrounds and significant relevant expertise in the technology, consumer electronics and retail sectors, M&A and finance. All six of our nominees have executive leadership experience, and three of the five independent directors have served on other public company boards.
Furthermore, the Board regularly evaluates its composition to ensure it reflects the appropriate skills, expertise and diversity to oversee the Company’s continued transformation. To that end, over the past two years the Board has appointed two new directors who bring fresh perspectives and whose backgrounds add to the Board’s deep bench of talent. Notably, the
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Turtle Beach Board of Directors Skills & Experience |
Number of Turtle Beach Directors |
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Executive Leadership Experience |
6 |
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Mergers & Acquisitions Experience |
5 |
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Financial & Operations Experience |
4 |
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Product & Intellectual Property Strategies Experience |
4 |
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eCommerce & Merchandising Experience |
3 |
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Capital Markets & Investment Management Experience |
3 |
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Senior Management Experience for Game Developers & Publishers |
3 |
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Computer Technology Experience – Hardware & Software Development |
3 |
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Other Public Company Board Experience |
3 |
- Brings over 20 years of experience in hardware and software technology businesses, including as COO of Motorola Mobility’s multi-billion-dollar mobile devices business.
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Led Turtle Beach’s brand leadership in console gaming headsets, while expanding the brand into new categories including controllers and gaming simulation accessories. In addition,
Mr. Stark navigatedTurtle Beach through a highly disruptive console transition and the restructuring of a highly-levered balance sheet inherited from prior management, retiring all long-term debt. -
Under his leadership,
Turtle Beach has completed two significant acquisitions, includingROCCAT GmbH in 2019, which drove the Company’s expansion into PC accessories, and Neat Microphones in 2021, which advanced the Company’s expansion into the digital microphone market.
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Brings nearly 40 years of experience as an executive, investor and entrepreneur with various technology companies, currently serving as general partner of
Eleven Ventures , an early-stage venture capital fund focused on VR/AR, digital gaming and e-sports. -
Previously served as SVP of Mobile, Social and Emerging Platforms and SVP of Digital Games for
Warner Bros. Interactive Entertainment . -
In addition, has been President or CEO at
Virgin USA ,SonicBlue Inc. , Ancestry.com, 3DFX Interactive and Capcom and held a senior management position at Warner Bros. He has previously served on the Boards ofDTS Inc. , Glu Mobile Inc.,Pinnacle Systems, Inc. ,Imagine Games Network andTHQ Inc.
- Brings 30 years of executive leadership experience with expertise in capital markets, M&A and capital allocation.
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Currently CEO of
New York Life Investment Management , a global asset manager with more than$400 billion of assets under management, a role she’s held since 2015. Prior to her appointment as CEO,Ms. Hung held several other leadership roles withinNew York Life , including Co-President, Head of Institutional Investments and Head of Alternative Investments. -
Named to American Banker’s 25 Most Powerful Women in Finance and Barron’s 100 Most Influential Women in
U.S. Finance.
- Brings nearly 30 years of senior executive technology and semiconductor company experience, including serving as CFO of Qualcomm for 11 years, among other senior financial roles.
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During his 17 years at Qualcomm, Qualcomm grew its revenues from approximately
$800 million to approximately$25 billion . - Named to Institutional Investor Magazine’s “Best CFOs in America” list for nine consecutive years.
- Brings over 20 years of consumer retail experience across physical, digital and omni-channels.
- Previously served as COO of samsclub.com, a subsidiary of Walmart, overseeing a multi-billion-dollar omni-channel P&L as well as transformation efforts within the “digital” strategic workstream.
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Prior to samsclub.com,
Ms. Thompson was SVP,Global Category Development for Walmart eCommerce and SVP Merchandising, Planning and Marketplace forWalmart.com where she focused on portfolio expansion and delivered growth at an accelerated rate. - Currently serves on the Boards of Directors for First Hawaiian Inc, a.k.a. Brands and Bolt Threads.
Dr.
- Brings over 30 years of experience working with Fortune 500 companies and technology startups with expertise in developing new products and technologies as well as in product and intellectual property strategy.
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Founded Wolfe Consulting in 2002, and currently serves as a technology and intellectual property consultant in the consumer electronics, computer and semiconductor industries. He also testifies and serves as a consulting expert for intellectual property and other technology-related litigation matters. -
Serves as a lecturer at
Santa Clara University where he teaches about Embedded Systems, Computer Architecture and Mechatronics.
Your Board will continue to work closely with Turtle Beach’s expert management team to continue to drive stockholder value. We are confident that the experience and skillsets of the
DO NOT PUT YOUR INVESTMENT AT RISK. We believe that the
Turtle Beach Engaged with Donerail Extensively Over 14 Months and Remains Open to All Opportunities to Maximize Value
Consistent with our practice of regular engagement with stockholders to hear their perspectives and share ours, members of the Turtle Beach Board and management team, including
Throughout its engagement with Donerail, the Turtle Beach Board and its advisors made no fewer than 17 requests for verification and detail on Donerail’s financing plan. Despite these requests, Donerail – a newly formed fund with no track record of M&A and total Assets Under Management significantly lower than the price it offered to pay for
Indeed, on
In light of this, stockholders should ask themselves whether Donerail was ever actually willing or able to pay them a premium for their shares?
Despite our good faith efforts, Donerail has continually issued public letters and press releases with misleading and false information, including mischaracterizing the Company’s competitive positioning, business strategy and record of execution. In addition, Donerail has repeatedly misrepresented facts regarding the Board and management team’s history of engagement with Donerail relating to its
Indeed, in contrast to Donerail’s assertions that it is acting in the best interest of all stockholders, Donerail directly benefited at the expense of other stockholders by acquiring 125,000 shares in
As we have stated many times, the Board has been and remains open to any strategic alternatives that would maximize value for stockholders. In that regard,
Rest assured, the Board remains focused on acting in the best interests of stockholders. Ultimately, the best path to maximizing stockholder value, even in the event of an outcome of a potential future acquisition, is to steadily grow revenues, profits and cash flows as the Company has done.
In contrast to the value-creating strategy that
Your Board has been open-minded and responsive to stockholder input and has attempted to find a constructive resolution on numerous occasions. Do not be misled by Donerail’s falsehoods and mischaracterizations of its engagement with the Company.
The Board has made multiple attempts to seek a resolution that would avoid a costly and time-consuming proxy contest. Donerail has responded to our proposed frameworks with proposals that we do not believe any Board would consider appropriate. The conspicuous omission of the Board’s repeated settlement offers in Donerail’s public materials, along with numerous other omissions, falsehoods and misrepresentations, demonstrates their willingness to distort the truth.
While we are serious about finding a resolution that advances the interests of stockholders, we believe that Donerail’s refusal to engage in good faith on its own acquisition proposals, as well as on the Board’s settlement proposals, makes clear that their sole objective is to take effective control of
Protect the Value of
Vote the BLUE Proxy Card Today
We urge you to use the enclosed BLUE proxy card to vote today “FOR” each of Turtle Beach’s six qualified and experienced director nominees:
The Donerail Group’s attempt to take effective control of the Board would derail continued progress and risk the value of your investment. We encourage you not to vote using any white proxy card you may receive from the
The Turtle Beach Board has been unwavering in its commitment to act in the best interest of all stockholders. We look forward to continuing our engagement with you as we work to drive growth and deliver enhanced value now and in the years ahead.
Thank you for your support.
Sincerely,
Your Turtle Beach Board of Directors
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Your Vote Is Important, No Matter How Many or How Few Shares You Own |
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You can vote by Internet, telephone or by signing and dating the BLUE proxy card and mailing it in the envelope provided. |
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If you have any questions about how to vote your shares, or need additional assistance, please contact: |
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MACKENZIE PARTNERS, INC. |
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(212) 929-5500 |
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Toll-Free (800) 322-2885 |
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REMEMBER: |
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We urge you NOT to vote using any WHITE proxy card sent to you by Donerail, as doing so will revoke your vote on the BLUE proxy card. |
Advisors
Forward-Looking Statements
This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements are based on management’s current belief and expectations, as well as assumptions made by, and information currently available to, management.
While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to, the substantial uncertainties inherent in the acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, the Company’s liquidity, and other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Company’s other periodic reports. Except as required by applicable law, including the securities laws of
Important Additional Information
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s stockholders in connection with the 2022 Annual Meeting of Stockholders. The Company has filed a definitive proxy statement and a BLUE proxy card with the
About
View source version on businesswire.com: https://www.businesswire.com/news/home/20220424005105/en/
For Investor Information, Contact:
Gateway Investor Relations
On Behalf of
949.574.3860
HEAR@gatewayir.com
For Media Information, Contact:
Sr. Director – PR/Communications
858.914.5093
maclean.marshall@turtlebeach.com
212.929.5405 / 212.929.5916
212.355.4449
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