ITASCA, Ill.–(BUSINESS WIRE)–Jul. 1, 2015– Knowles Corporation (NYSE: KN), a market leader and global supplier of advanced micro-acoustic solutions and specialty components, today announced the successful completion of its cash and stock tender offer for all the outstanding shares of common stock of Audience, Inc. The acquisition will expand Knowles’ existing expertise in intelligent audio and signal processing solutions through Audience’s strong engineering team and robust patent portfolio. The highly complementary product and technology portfolios will enable Knowles to deliver comprehensive audio solutions to its customers.
The offer expired as scheduled at 12:00 midnight (one minute after 11:59 p.m.), Eastern Time, on June 30, 2015. Following the expiration of the offer, Knowles caused the completion of the merger of a wholly owned subsidiary of Knowles with and into Audience, as a result of which Audience became a wholly owned subsidiary of Knowles.
Based on preliminary information from the exchange agent for the offer, 21,349,817 shares, representing over 89.1 percent of the outstanding shares of common stock of Audience as of the close of business on June 30, 2015, were validly tendered and not validly withdrawn prior to the expiration of the offer. All of such shares have been accepted for payment in accordance with the terms of the offer, including 1,534,095 of such shares that were tendered pursuant to the offer’s guaranteed delivery procedure.
As previously announced, Knowles and Audience signed a definitive merger agreement for Knowles to acquire Audience in a stock and cash merger transaction. Pursuant to the merger agreement, each share of common stock of Audience not accepted for payment in the offer, other than those held by Knowles or Audience or their respective subsidiaries, or holders who properly exercise appraisal rights, was converted into the right to receive $2.51 per share in cash, without interest, and 0.13207 shares of Knowles common stock in the merger contemplated by the merger agreement.
“As we continue on our journey from an acoustic components company to an audio solutions organization, this acquisition expands our ability to deliver intelligent audio solutions,” said Jeffrey Niew, President and CEO of Knowles. “We have complementary products and technologies, which uniquely positions us to optimize the audio signal path to enhance performance and enable new applications. Together we plan to enhance shareholder value by providing our customers with highly differentiated products and technologies.”
Audience will be incorporated into Knowles with the integration expected to be accretive by Q4 of 2016 and generate annual cost synergies of approximately $25 million, primarily from efficiencies in the areas of manufacturing, procurement, logistics and general and administrative functions. As a result of the acquisition, Audience common stock will cease trading on the NASDAQ Stock Market.
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