Parametric Sound Corporation to Merge With Turtle Beach

Parametric Sound Corporation to Merge With Turtle Beach 
Combined Company to Bring Advanced Products to Market That Redefine
Audio for Consumers and Businesses 
SAN DIEGO, CA -- (Marketwired) -- 08/05/13 --  Parametric Sound
Corporation (NASDAQ: PAMT), a leading innovator of audio products and
solutions, and Turtle Beach, the market leader in video game audio,
today announced that the companies have reached a Definitive
Agreement to merge in a stock for stock transaction. The merger will
combine Parametric's audio innovations with Turtle Beach's
significant financial, technical, design, sales and marketing
resources. Parametric's strong research and development capabilities
will be leveraged to accelerate innovation enabling the combined
company to deliver sustained growth and shareholder value. 
Turtle Beach is an audio technology innovator and has created the
market for advanced gaming headsets. Their advanced products allow
video game players to experience high-quality, immersive sound and
communicate with others while playing video games. The company has
gained a dominant position in gaming headsets through a combination
of audio technology innovation, quality, marketing savvy and
effective retail distribution. Turtle Beach has strong market share
in established gaming markets, including a 53% dollar share of the
U.S. gaming headset market as of year-end 2012 according to The NPD
Group, and a growing market share in the broader consumer audio
market. As a result, the company has built a profitable business with
approximately $205 million in revenues in 2012. Turtle Beach is
majority owned by the Stripes Group, an entrepreneurial growth equity
fund based in New York City. 
The combined company will be able to leverage Turtle Beach's global
distribution network and experience to bring new products to market.
Turtle Beach headsets are sold at more than 27,000 storefronts across
40 countries, including major retailers such as Best Buy, Carrefour,
GameStop, HMV, Sainsbury, Target, Tesco and Walmart.  
Under the terms of the agreement, former Turtle Beach stockholders
are expected to own approximately 80 percent of the combined
company's shares outstanding at closing, and Parametric stockholders
are expected to own approximately 20 per
cent of the combined
company's shares, subject to adjustment as provided in the merger
agreement. The new company will continue to operate under the name
Parametric Sound Corporation and will be headquartered in San Diego.
The gaming products will continue under the well regarded Turtle
Beach brand. In connection with the proposed transaction, Parametric
intends to file with the SEC a proxy statement and other relevant
materials and documents regarding the proposed transaction. 
"This merger positions us to fully realize the potential of our
advanced technology and accelerate the worldwide adoption of
HyperSound(TM) in our core consumer, commercial and health care
markets. Turtle Beach has a history of leveraging proprietary audio
technology to gain market leadership with strong operating margins,"
said Ken Potashner, Executive Chairman of Parametric Sound. "Turtle
Beach has the resources and experience to help us develop and market
disruptive products and they offer access to an extensive
distribution network to make current and planned products available
across the globe. We believe the merger will prove to be compelling
for both our customers and our stockholders, and we expect a smooth
integration process in combining our two companies."  
Juergen Stark, CEO of Turtle Beach, will serve as CEO upon completion
of the merger. Mr. Stark joined Turtle Beach as CEO in September
2012. Prior to joining Turtle Beach, Stark served as chief operating
officer for Motorola Mobility Holdings, Inc.'s Mobile Devices
business through the sale of that business to Google in 2012. Ken
Potashner, Executive Chairman of Parametric, and Ron Doornink,
Executive Chairman of Turtle Beach and former President of
Activision, will serve on the company's Board of Directors. 
"Parametric's breakthrough technology, which is supported by a
significant intellectual property portfolio, provides an immersive
experience in a way that existing speakers simply cannot match. The
commercial potential is astounding, and we cannot wait to bring new
applications to market," said Juergen Stark, CEO of Turtle Beach.
"Parametric also brings additional expertise in audio and digital
signal processing that will accelerate innovation in our gaming audio
products." 
The companies share a legacy of innovation in audio technology and
digital signal processing. Parametric has developed and patented
disruptive audio technology including HyperSound(TM) (HSS(R))
directional audio technology. HSS(R) delivers high fidelity audio in
a directional beam using thin sound emitters -- a radical innovation
in speaker technology. Currently used in commercial applications
including retail digital signage, the innovative technology is
expected to have transformative applications in video game audio,
personal computers, mobile devices, televisions and home theater. The
Company's patented technology continues to demonstrate positive
results for those with hearing deficiencies and show strong potential
for future health care applications. 
The merger transaction, approved by the Board of Directors of both
companies, is expected to close before the end of the 2013 calendar
year, subject to approval by Parametric's stockholders and certain
other closing conditions more fully described in the definitive
agreement. 
Houlihan Lokey is acting as financial advisor to Parametric, and
Craig-Hallum Capital Group LLC provided a fairness opinion to its
Board of Directors. J.P. Morgan Securities LLC is acting as financial
advisor to Turtle Beach.  
Webcast Information:
 A webcast further discussing the planned merger
and a business overview will be available via the Investor Relations
section of Parametric Sound's website, www.parametricsound.com today
at 6:00 p.m. Eastern Daylight Time. The discussion will be led by Ken
Potashner, Executive Chairman of Parametric Sound and Juergen Stark,
CEO of Turtle Beach. 
WEBCAST LINK: http://www.media-server.com/m/p/ccwixcvq 
Interested parties may also access the webcast via telephone by
dialing (877) 448-3530: Conference ID: 28749005. A replay of the
webcast will be archived on the Company's website for 60 days, and a
transcript of the call will be available on the website of the U.S.
Securities and Exchange Commission, www.sec.gov. 
About Turtle Beach
 Turtle Beach designs and markets premium audio
peripherals for video game, personal computer, and mobile platforms,
including its acclaimed line of Ear Force gaming headphones and
headsets crafted for Xbox 360 and PS3 game consoles and PC games.
Turtle Beach's limited edition, Ear Force Tango wireless headset was
recognized as an honoree by the 2013 International CES Innovations
Awards. According to the NPD Group, Turtle Beach manufactures the top
five best-selling third-party gaming headsets of all time when ranked
in dollar sales. The Ear Force X12 wired headset is the No. 1
best-selling third-party gaming headset of all time. Turtle Beach,
headquartered in Valhalla, New York, is majority owned by the Stripes
Group, an entrepreneurial growth equity fund based in New York City,
and is a brand of Voyetra Turtle Beach, Inc., which has been at the
forefront of music and audio technology for more than three decades
and is recognized as a pioneer of today's PC audio in
dustry. Turtle
Beach and Ear Force are registered trademarks of Voyetra Turtle
Beach, Inc. All other trademarks are property of their respective
holders and are hereby acknowledged. For more information, visit
www.turtlebeach.com. 
About Parametric Sound Corporation
 Parametric Sound Corporation is a
pioneering innovator of directed audio solutions. With a substantial
body of intellectual property, Parametric Sound is the foremost
authority in the application of acoustic technology to beam sound to
target a specific listening area without the ambient noise of
traditional speakers. Distinct from surround sound, HyperSound(TM)
immerses listeners in a robust 3D audio experience from just two
speakers. The Company's disruptive technology is being marketed to
three global market sectors: Consumer Markets -- for PCs, gaming,
TVs, home theater and handhelds, Commercial Markets -- for digital
signage, kiosks and retail stores, and Health Care -- for an
out-of-ear solution being developed for the hearing impaired. For
more information, visit www.parametricsound.com.  
Cautionary note on forward-looking statements
 Certain statements
made in this news release may constitute "forward-looking statements"
under the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may include, but are not limited to,
statements about the proposed transaction between Parametric and
Turtle Beach, the terms, timing, conditions to and anticipated
completion of the proposed transaction, the expected ownership of the
combined company and the composition of the combined company's board
of directors and management team, the potential benefits of the
proposed transaction to the Parametric and Turtle Beach stockholders,
the combined company's plans, objectives, expectations and intentions
with respect to future operations, technology and products, the
anticipated financial position, operating results and growth
prospects of the combined company and other statements that are not
historical in nature.. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain.
Uncertainties and risks may cause Parametric's and the combined
company's actual results to be materially different than those
expressed in or implied by such forward-looking statements.
Particular uncertainties and risks include, among others, the failure
of the Parametric stockholders to approve the transaction, the
failure of NASDAQ to authorize the continued listing of Parametric's
shares following the transaction; the risk that Turtle Beach's
operating results at closing will be lower than currently anticipated
or the failure of either party to meet other conditions to the
closing of the transaction; delays in completing the transaction and
the risk that the transaction may not be completed at all; the
failure to realize the anticipated benefits from the transaction or
delay in realization thereof; the businesses of Parametric and Turtle
Beach may not be combined successfully, or such combination may take
longer, be more difficult, time-consuming or costly to accomplish
than expected; operating costs and business disruption during the
pendency of and following the transaction, including adverse effects
on employee retention and on business relationships with third
parties; general business and economic conditions; the combined
company's possible need for and ability to obtain additional
financing; the difficulty of developing audio products, obtaining any
required approvals and achieving market acceptance; the marketing
success of Parametric's and the combined company's licensees or sub
licensees, if any. More detailed information on these and additional
factors that could affect Parametric's actual results are described
in Parametric's filings with the Securities and Exchange Commission,
including its most recent quarterly report on Form 10-Q. All
forward-looking statements in this news release speak only as of the
date of this news release and are based on Parametric's current
beliefs and expectations. Parametric undertakes no obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required by
law. 
Important Additional Information for Investors and Stockholders
 This
material is not a substitute for the proxy statement that Parametric
will file with the SEC. Investors and security holders are urged to
read the proxy statement (including any amendments or supplements)
and other documents filed with the SEC carefully in their entirety
when they become available because they will contain important
information about Parametric, Turtle Beach and the proposed
transaction. The definitive proxy statement will be mailed to the
stockholders of Parametric. 
In connection with the proposed transaction, Parametric is permitted
to solicit, receive, evaluate, and enter into negotiations with
respect to alternative proposals for a 30-day "go-shop" period from
the date of the merger agreement. Investors and security holders will
be able to obtain free copies of the proxy statement (when available)
and other relevant documents filed with the SEC by Parametric at the
SEC's web site at www.sec.gov. Free copies of the proxy statement
(when available) and other documents filed with the SEC also can be
obtained by directing a request to Parametric, Attention: Investor
Relations, telephone: (888) 477-2150. In addition, investors and
security holders may access copies of the documents filed with the
SEC by Parametric on Parametric's website at www.parameticsound.com. 
Parametric and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction described in this release.
Information 
 regarding Parametric's directors and executive officers
is available in Parametric's annual report on Form 10-K for the year
ended September 30, 2012, which was filed with the SEC on November
28, 2012 and Parametric's definitive proxy statement for its 2013
annual meeting of stockholders, which was filed with the SEC on
January 10, 2013. If and to the extent that any of the Parametric
participants will receive any additional benefits in connection with
the proposed transaction that are unknown as of the date of this
release, the details of those benefits will be described in the
definitive proxy statement relating to the proposed transaction.
Investors and stockholders can obtain more detailed information
regarding the direct and indirect interests of Parametric's directors
and executive officers in the proposed transaction by reading the
definitive proxy statement when it becomes available.  
PARAMETRIC SOUND CONTACT:
Tracy Neumann
888-HSS-2150, Ext 509
tneumann@parametricsound.com 
PARAMETIC SOUND INVESTOR RELATIONS CONTACT:
Dave Mossberg
Three Part Advisors, LLC
817-310-0051 
TURTLE BEACH CONTACT:
David Lowey
Turtle Beach
1-914-844-2759
david.lowey@turtlebeach.com 
 
 
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