TEMPE, Ariz., Sept. 21, 2012 -- Rockford Corporation (OTC Pink: ROFO) today announced the final results of its modified "Dutch Auction" tender offer which expired at 5:00 p.m. New York City time on September 14, 2012.
Based on the final count by the depositary, an aggregate of 1,634,504 shares of common stock were properly tendered and not withdrawn at prices at or below $5.60. The shares tendered included 193,300 shares tendered by holders of vested options under Rockford's employee stock option plans. Accordingly, pursuant to the terms of the Offer to Purchase, Rockford has accepted for purchase 1,634,504 shares of its common stock at a purchase price of $5.60 per share. These shares represent approximately 21.7% of the shares outstanding as of August 31, 2012.
After completion of the purchase of the shares tendered, Rockford will have:
-Approximately 6,079,000 shares of common stock outstanding, a reduction from approximately 7,520,000 shares outstanding as of August 31, 2012; and
-Approximately 1,047,000 options outstanding under its employee stock option plans, a reduction from approximately 1,240,000 options outstanding as of August 31, 2012.
The aggregate purchase price that will be paid by Rockford for the tendered shares is approximately $9.2 million, excluding transaction costs. The depositary will promptly pay for the shares accepted for purchase.
The tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated August 13, 2012. The Information Agent was Georgeson Inc. All questions regarding the tender offer may be directed to Georgeson Inc. by telephone at (800) 903-2897 (toll-free) or in writing to Georgeson Inc., 199 Water Street, 26th Floor, New York, NY 10038-3560.
About Rockford Corporation
Setting the standard for excellence in the mobile audio industry, Rockford Corporation markets and distributes high-performance audio systems for the mobile audio aftermarket and OEM market. Headquartered in Tempe, Arizona, Rockford Corporation distributes its products under the brands: Rockford Fosgate®, Rockford Acoustic Design®, Lightning Audio®, Brax™, Helix™ and Renegade®. For more information, please visit: www.rockfordfosgate.com, www.rockfordacousticdesign.com, www.lightningaudio.com, www.braxhifi.com, www.helixhifi.com and www.renegadecaraudio.com,
Forward-looking Statement Disclosure
We make forward-looking statements in this press release including but not limited to statements about our results of operations. These statements may be identified by the use of forward-looking terminology such as "may," "will," "believe," "expect," "anticipate," "estimate," "continue," or other similar words.
Forward-looking statements are subject to many risks and uncertainties. Rockford cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Actual results may differ materially from those anticipated in our forward-looking statements. Rockford disclaims any obligation or undertaking to update these forward-looking statements to reflect changes in our expectations or changes in events, conditions, or circumstances on which our expectations are based.
When considering our forward-looking statements, you should keep in mind the risk factors discussed in our press releases and earnings reports, as well as the risk factors generally applicable to a small business such as ours. We particularly call your attention to the risk factors and other cautionary statements identified on our investor relations web-site, http://www.rockfordcorp.com/RiskFactors titled "Risk Factors That May Affect Rockford's Operating Results, Business Prospects and Stock Price" (the "Risk Disclosure"). We updated the Risk Disclosure as of March 31, 2011. Our business is subject to the risk factors noted in the Risk Disclosure, other risk factors identified above and other risk factors we have not anticipated or discussed. These risk factors could cause our actual results to differ significantly from those anticipated in our forward-looking statements.
CHIEF FINANCIAL OFFICER
SOURCE Rockford Corporation