SAN DIEGO, California, December 27, 2013 – Parametric Sound Corporation (NASDAQ: PAMT), a leading innovator of audio technology and solutions, announced today that, at a special meeting of stockholders held on December 27, 2013, Parametric stockholders overwhelmingly voted to approve the proposal to issue shares of Parametric common stock in connection with the merger contemplated by the Agreement and Plan of Merger dated August 5, 2013 among Parametric, VTB Holdings, Inc. (Turtle Beach) and Paris Acquisition Corp. (the “merger agreement”) and the corresponding change of control of Parametric which will result from the merger (“merger proposal”).
The special meeting of stockholders was held pursuant to notice and a proxy statement that was filed with the Securities and Exchange Commission on December 3, 2013 and mailed to stockholders entitled to vote at the meeting beginning on December 3, 2013. The proxy statement contains additional information concerning the terms of the merger agreement.
The Company also announced it has received a letter from NASDAQ informing Parametric that its application for listing its common stock on the NASDAQ Global Market has been approved. The Company’s common stock currently trades on the NASDAQ Capital Market. The transition to the more senior and stringent Global Market tier will be effective upon completion of the merger and is expected to be seamless to stockholders. The post-merger trading symbol is expected to remain as “PAMT”.
“We are very pleased with the outcome of today’s vote and thank all of our stockholders for their support,” said Ken Potashner, executive chairman of Parametric Sound. “We believe our merger with Turtle Beach will create an audio technology innovator with established brands and global retail relationships. We are confident that the combination of the two audio technology companies is the best outcome for Parametric and our stockholders and that the merger will maximize stockholder value. We look forward to completing the combination shortly and delivering compelling audio innovations to stockholders and customers of the combined company.”
In addition to the approval of stockholders and the approval of NASDAQ, the completion of the merger is subject to other customary closing conditions. Parametric and Turtle Beach expect to close the merger as soon as practicable.
Approximately 59% of Parametric total outstanding shares of common stock as of the November 11, 2013 record date for the special meeting of stockholders were voted and approximately 95% of shares voting on the merger proposal voted in favor of the merger proposal. Stockholders also voted to approve (i) on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Parametric in connection with the merger, (ii) the Parametric Sound Corporation 2013 Stock-Based Incentive Compensation Plan and (iii) the Parametric Sound Corporation Annual Incentive Bonus Plan. The full results of the voting on each proposal are anticipated to be filed with the SEC on December 30, 2013 on Form 8-K and may be accessed on the Company’s web site or at www.sec.gov.