On April 30, 2015, Knowles Corporation presented the information on the following slides.
0 Audience Employee Town Hall April 30, 2015 Filed by: Knowles Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: Audience, Inc. Commission File No. 001-35528 |
1 Forward-Looking Statements This communication contains certain statements regarding business strategies, market potential, future financial performance, future action, results and other statements that do not directly relate to any historical or current fact which are “forward-looking” statements within the meaning of the safe harbor provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “project,” “estimate,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are based on current plans, expectations, forecasts and assumptions and are subject to risks, uncertainties and other factors that could cause actual outcomes or results to differ materially from those projected, anticipated or implied in these forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will be achieved or accomplished. Many factors that could cause actual results or events to differ materially from those anticipated include those matters described under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Knowles’ and Audience’s Annual Reports on Form 10-K for the year ended December 31, 2014, subsequent Reports on Forms 10-Q and 8-K and other filings Knowles and Audience make with the SEC. Any forward-looking statement speaks of as of the date on which it is made and neither Knowles nor Audience assume any obligation to update or revise any forward- looking statements whether as a result of new information, future events, or otherwise, except as required by applicable law. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and the proposed merger; uncertainties as to how many of the holders of shares of common stock of Audience will tender their shares into the tender offer; the possibility that various closing conditions for the tender offer or the proposed merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or the proposed merger; the effects of disruption from the tender offer or the proposed merger making it more difficult for Knowles or Audience to maintain relationships with employees (including potential difficulties in employee retention), collaboration parties, other business partners or governmental entities; legal proceedings that may be instituted against Knowles, Audience and others following announcement of the business combination; other business effects, including the effects of industrial, economic or political conditions outside of Knowles’ or Audience’s control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in this communication and other documents filed with the SEC by Knowles or Audience, as well as the Schedule TO to be filed with the SEC by Orange Subsidiary, Inc. Neither Knowles nor Audience undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. |
2 Additional Information and Where to Find It Interests of Certain Persons in the Offer and the Merger Knowles will be, and certain other persons may be, soliciting Audience stockholders to tender their shares into the exchange offer. The directors and executive officers of Knowles and the directors and executive officers of Audience may be deemed to be participants in Knowles’ solicitation of Audience’s stockholders to tender their shares into the exchange offer. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Knowles and Audience in the exchange offer by reading the Prospectus and certain other offer documents, as well as the Solicitation/Recommendation Statement, when they become available. The exchange offer for the outstanding common stock of Audience has not yet commenced. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Audience. Audience’s stockholders are urged to read the relevant exchange offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the offer is commenced, Knowles will file exchange offer materials with the U.S. Securities and Exchange Commission and Audience will file a Solicitation/Recommendation Statement with respect to the offer. The exchange offer materials (including a Prospectus and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the exchange offer. The Prospectus and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of Audience at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov. Free copies of the Offer to Purchase, the related Letter of Transmittal and certain other offering documents will be made available by Audience free of charge on Audience’s website at audience.com under the heading “Investors” of Audience’s website. |
We are a pioneer in acoustics and committed to improving the quality of audio – continuously pushing boundaries, driving the industry forward and enabling consumers to experience “life above the noise.” Who We Are 3 |
4 Product Development Leadership Operational Excellence Acoustic Content Growth Hearing Aid Solutions #1 Global Supplier Speakers/Receivers Top 3 Supplier SiSonic™ Microphones #1 Global Supplier Strong Engineering Relationships A Market Leader |
5 Legacy of Innovation THE FIRST transistor-based miniature microphone THE FIRST Miniature microphone and receiver for hearing aids THE FIRST Subminiature electret condenser microphone THE FIRST Ultra-high power miniature receiver THE WORLD’S FLATTEST Dynamic speaker design for cell phones THE FIRST Silicon surface mount microphone, the SiSonic™ series THE WORLD’S SMALLEST Dynamic speaker design THE FIRST Rectangular dynamic speaker THE WORLD’S SMALLEST Rectangular dynamic speaker THE SMALLEST POSSIBLE Acoustic design in portable devices with N’Bass™ THE FIRST Digital microphone supporting ultrasonic bandwidth THE MOST POWERFUL High power speaker, Cobra™, in it’s category |
Global Scale Global Headquarters Manufacturing Engineering and Sales |
7 • Better sensors (microphone & speaker) • Smarter sensors (microphone & speaker) • Smart integrated audio (speaker, microphone, algos) • Lower power always-on (voice wake, motion wake) Application Processor or Cloud Audio Signal Processing Speakers Mic Audio algorithms • Hearables (e.g., own voice pick-up) • IoT (e.g., audio-enable home, ultrasonic) • Multi-sensory processing (contextual awareness) Mobile-centric Beyond mobile Broadened Portfolio Opportunity To Set Industry Standard Opens up >$500 million market opportunity in audio signal path MEMS & transducers Mechanical integration & design Core acoustics Algorithms (voice, motion) Analog & digital design System integration |
Growth Path Increase content and develop more intelligent solutions 8 Pace of acoustic features growing exponentially in recent years High Performance Solutions Integration Knowles Acoustic Subsystems enable smart device Microphones Speakers & Receivers High Performance Solutions Source: Annual Analyst Day; February 2014 audio optimization |
Strong acoustics core enables relevant audio solutions Intelligent Audio System Integrated Speaker Box Microphones Receivers Speakers Concert Recording AudioZoom Stereo Capture/Playback Multi-Mic Noise Reduction 5.1 Surround Sound Capture / Playback Low Power, Always Listening Gesture Recognition Active Noise Cancellation Playback Optimization Hardware / Software System Future Knowles Products Enabling better performance and new applications 9 Own Voice Pick-up 9 |
10 Our Commitment To You • Listen and learn • Communicate • Collaborate • Engagement • Consider the possibilities • Customer-focused Your Contribution |
11 Insert video Integration Planning Sign Agreement Exchange Offer Closes / Merger Completed Next Steps April Ongoing Q3 2015 |
Insert video Uniquely positioned to optimize the audio signal path to enhance performance and enable new applications. 12 Unique Market Position Extensive Audio Capabilities |
Thank you |
Audience Employee Town Hall April 30, 2015 Filed by: Knowles Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: Audience, Inc. Commission File No. 001-35528 We will be uniquely positioned to optimize the audio signal path that will enhance performance and enable new applications. 0 Two Powerful Leaders |
Audience Employee Town Hall April 30, 2015 Filed by: Knowles Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: Audience, Inc. Commission File No. 001-35528 We will be uniquely positioned to optimize the audio signal path that will enhance performance and enable new applications. 0 Two Powerful Leaders |