Skullcandy Board of Directors Determines Proposal from Mill Road Capital Management is Superior to Incipio Transaction
PARK CITY, Utah, July 29, 2016 (GLOBE NEWSWIRE) — Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands, announced that, on July 28, 2016, its Board of Directors (the “Skullcandy Board”), after consultation with its outside legal counsel and financial advisors, determined that the proposal, dated July 28, 2016, from Mill Road Capital Management LLC (“Mill Road”) to acquire Skullcandy for $6.05 per share in cash (the “July 28 Mill Road Proposal”) constitutes a “Superior Proposal” as defined in Skullcandy’s previously announced definitive merger agreement (the “Incipio Agreement”) with Incipio, LLC (“Incipio”).
As part of the July 28 Mill Road Proposal, Mill Road delivered to Skullcandy a draft merger agreement that is not subject to due diligence or financing conditions and is on substantively the same terms as the Incipio Agreement, other than the price and the removal of go-shop provisions.
Also on July 28, 2016, Skullcandy delivered notice to Incipio of the Skullcandy Board’s determination and intention to change its recommendation and to terminate the Incipio Agreement. Such notice commenced a three business day period that will expire at 11:59 p.m. Eastern Time, on Tuesday, August 2, 2016, during which time Skullcandy may not change the recommendation nor terminate the Incipio Agreement, and Incipio has the right to make proposals to and negotiate with Skullcandy.
There can be no assurance that the July 28 Mill Road Proposal will ultimately lead to a transaction between Mill Road and Skullcandy or that Incipio will propose any adjustments to the Incipio Agreement. The Skullcandy Board has not changed its recommendation that Skullcandy stockholders tender their shares pursuant to the transaction with Incipio, nor has it made any recommendation with respect to the July 28 Mill Road Proposal.
About Skullcandy, Inc.
Skullcandy, Inc. creates world-class audio experiences through its Skullcandy® and Astro Gaming® brands. Founded at the intersection of music, sports, technology and creative culture, the Skullcandy brand creates world-class audio and gaming products for the risk takers, innovators, and pioneers who inspire us all to live life at full volume. From new innovations in the science of sound and human potential, to collaborations with up-and-coming musicians and athletes, Skullcandy lives by its mission to inspire life at full volume through forward-thinking technologies and ideas, and leading edge design and materialization. Astro Gaming creates premium video gaming equipment for professional gamers, leagues, and gaming enthusiasts. Astro Gaming was founded in the pits of competitive gaming and has become synonymous with pinnacle gaming experiences. Skullcandy and Astro Gaming products are sold and distributed through a variety of channels around the world from Skullcandy’s global locations in Park City, San Francisco, Tokyo, Zurich, Mexico City, and Shanghai, as well as through partners in some of the most important culture, sports, and gaming hubs in the world. The Skullcandy brand website can be found at https://www.skullcandy.com. The Astro Gaming website can be found at https://www.astrogaming.com.
