The Board Continues to Act in the Best Interests of All Shareholders
The Board remains committed to dutifully pursuing the best interests of the Company and its shareholders to maximize long-term value:
- The Board continues to be open to strategic alternatives that maximize shareholder value. This is a normal, ongoing responsibility which does not necessarily benefit from public disclosures that could be damaging to the continuing operation of the business and employee retention.
- Maximizing shareholder value with respect to a strategic alternative necessitates a careful weighing of the intrinsic value of the Company’s business against a one-time, near-term “exit” price. Short-term fluctuations in the share price, especially ones that are market or sector-wide, should be understood as such when evaluating the value of a business.
- The Board remains highly engaged in overseeing the strategy of the Company, which has generated significant shareholder value (over 350% return in 5 years). As a result of that strategy, the Company is well-positioned for continued value creation, given its commanding leadership in console gaming headsets, successful diversification into new gaming accessory categories and strong profitability and cashflow.
The Board believes this response is necessary to provide its shareholders with accurate information about Donerail’s activities and address its continuing dissemination of false and misleading information. On
This contradictory messaging is just the most recent of Donerail’s attempts to mislead investors to advance its own private agenda; a campaign that has also been accompanied by a number of articles repeating unsubstantiated, false and misleading rumors strikingly similar to the disinformation promulgated by Donerail. Even its repeated claim to be “one of the largest shareholders” of the Company exaggerates its ownership position as more than a majority of its “ownership” is through out-of-the-money call options, which may not align its interests with those of
Consistent with its fiduciary duties, the Board has attempted to engage constructively with Donerail over the past 10 months. In fact, members of the Board and management have readily made themselves available and spent significant amounts of time meeting with Donerail to listen to its views on the Company and evaluate its acquisition proposal. During that entire period, Donerail’s behavior has not been consistent with the actions of a credible, legitimate buyer truly interested in, or capable of, effecting an acquisition of the Company. The Board has also made numerous efforts to objectively and independently consider Donerail’s proposal to acquire the Company. This includes authorizing the Company’s financial advisor,
Most recently, on
“The Board continues to remain open to considering any credible offer that would create value for shareholders, so we had authorized
Instead of responding to the bid procedure letter provided by
In light of the foregoing, the Board felt it was necessary to respond to Donerail’s misstatements about the Board’s willingness to engage on its proposal. Donerail has given the Board many reasons to question whether it has a genuine interest in buying the Company or the ability to finance an acquisition of the Company. Nevertheless, the Board remains willing to entertain further engagement consistent with its fiduciary duties on Donerail’s acquisition proposal under customary processes and procedures to determine if Donerail is able to demonstrate an ability to credibly and adequately finance an offer at a price that maximizes value to all shareholders.
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Cautionary Note on 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
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