Parametric Sound Announces Special Meeting of Stockholders to Consider Proposed Merger With Turtle Beach

Parametric Sound Announces Special Meeting of Stockholders to Consider Proposed 
Merger With Turtle Beach 
Webcast Presentation Scheduled Today at 4:30 p.m. ET 
SAN DIEGO, CA -- (Marketwired) -- 12/03/13 --  Parametric Sound
Corporation (NASDAQ: PAMT), a leading innovator of audio technology
and solutions, announced today the filing of the definitive proxy
statement with the SEC for the special meeting of its stockholders to
be held on Friday, December 27, 2013. At the special meeting
stockholders will consider and vote on certain matters in connection
with the proposed merger of Parametric and Turtle Beach pursuant to
the Agreement and Plan of Merger dated August 5, 2013 (referred to as
the merger agreement). 
The Company previously fixed the close of business on November 11,
2013 as the record date for the purpose of determining the
stockholders who are entitled to notice of, and to vote at, the
special meeting. The special meeting will be held on December 27,
2013 at 1:00 p.m., Pacific Time, at Hampton Inn & Suites, 14068 Stowe
Drive, Poway, California. The special meeting is being convened to
vote on, among other things, a proposal to approve the issuance of
shares pursuant to the merger and corresponding change of control of
Parametric, which proposal is referred to as the merger proposal.
Stockholders are encouraged to read the definitive proxy statement in
its entirety as it provides, among other things, a detailed
discussion of the proposed merger, the merger agreement, conditions
of the merger, interests of Parametric officers and directors and the
process that led to the proposed merger. 
In addition to the approval of stockholders, the completion of the
merger is subject to NASDAQ approval and other customary closing
The definitive proxy statement has been filed with the SEC and is
available by link from the Company's website
( and is expected to be
mailed to stockholders of record commencing this week. The Company
encourages all stockholders to vote their shares promptly by phone,
Internet or by mailing their proxy card. Stockholders who need
assistance in voting their shares or who have questions regarding the
special meeting may contact Morrow & Co. LLC toll free at (800)
Parametric and Turtle Beach expect to close the merger as soon as
practicable following receipt of approval of the proposed merger by
Parametric stockholders at the special meeting. 
Joint Presentation Webcast
 The Company also announced that a joint
presentation webcast discussing recent information regarding the
pending merger and the companies will be held today at 4:30 p.m.
Eastern Time, Tuesday, December 3, 2013. The presentation will be led
by Ken Potashner, Executive Chairman of Parametric Sound and Juergen
Stark, CEO of Turtle Beach. A live and archived webcast of the
presentation may be accessed at the Company's website: or at the following link: Stockholders and interested
parties may also access the presentation by dialing (877) 303-9855
and referring to Conference ID: 19875773. It is suggested that you
dial in approximately 10 minutes prior to the scheduled start time to
ensure access. 
About the Proposed Merger
 The merger agreement provides that, upon
the terms and subject to the conditions of the merger agreement,
Parametric's wholly-owned subsidiary will merge with and into Turtle
Beach resulting in Turtle Beach becoming a wholly-owned subsidiary.
The Company believes that the resultant company will be positioned as
an audio technology innovator with established brands and global
retail relationships for pursuing growth opportunities from new audio
The merger will have no effect on the number of shares of common
stock held by Parametric stockholders as of immediately prior to the
completion of the merger. At the effective time of the merger, the
Company will issue shares of common stock to the former Turtle Beach
stockholders which, together with options to purchase shares of
Turtle Beach common stock that will be converted into options to
purchase shares of Parametric common stock, will represent
approximately 80% of Parametric common stock on a fully-diluted basis
after the merger.  
Although the Company will be the legal acquirer, the merger will be
accounted for as a "reverse acquisition" pursuant to which Turtle
Beach will be considered the acquiring entity for accounting
purposes. As such, Turtle Beach will allocate the total purchase
consideration to Parametric's tangible and identifiable intangible
assets and liabilities based on their respective fair values at the
date of completion of the merger. Turtle Beach's historical results
of operations will replace Parametric's historical results of
operations for all periods prior to the merger. After merger
completion, the results of operations of the combined companies will
be included in consolidated financial statements. 
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. The Company is targeting its technology for
new uses in consumer markets including computers, video gaming,
televisions, home audio and health care. For more information, visit 
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 PC and Mac, Nintendo, PlayStation and Xbox game
consoles, including the next-generation Xbox One. 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 is the official audio
provider for Major League Gaming, the world's largest eSports league,
and Twitch, the world's leading video platform and community for
gamers. 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 industry. 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 
Cautionary note on forward-looking statements
 This press release
includes forward-looking information and statements. Except for
historical information contained in this release, statements in this
release may constitute forward-looking statements regarding
assumptions, projections, expectations, targets, intentions or
beliefs about future events that are based on management's belief, as
well as assumptions made by, and information currently available to,
management. While the Company believes that expectations are based
upon reasonable assumptions, there can be no assurances that goals
and strategy 
will be realized. Numerous factors, including risks and
uncertainties, may affect actual results and may cause results to
differ materially from those expressed in forward-looking statements
made by the Company or on its behalf. Particular uncertainties and
risks include, among others, the failure of the Parametric
stockholders to approve the merger, the failure of NASDAQ to
authorize the continued listing of Parametric's shares following the
merger; 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 merger; delays
in completing the merger and the risk that the merger may not be
completed at all; the failure to realize the anticipated benefits
from the merger 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 merger, 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 annual report on Form 10-K. 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
Important Additional Information for Investors and Stockholders
material is not a substitute for the definitive proxy statement that
Parametric filed with the SEC on December 3, 2013 related to the
proposed merger. Investors and security holders are urged to read the
definitive proxy statement (including any amendments or supplements)
and other documents filed with the SEC carefully in their entirety
because they contain important information about Parametric, Turtle
Beach and the proposed transaction. The definitive proxy statement is
in the process of being sent to the stockholders of Parametric.
Investors and security holders may obtain free copies of the
definitive proxy statement and other relevant documents filed with
the SEC by Parametric at the SEC's web site at Free
copies of the definitive proxy statement and other documents filed
with the SEC also can be obtained by directing a request to
Parametric, Attention: Investor Relations, telephone: (888) 477-2150,
Extension 509. In addition, investors and security holders may access
copies of the documents filed with the SEC by Parametric on
Parametric's website at 
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 the definitive proxy statement related to the
proposed merger, which was filed with the SEC on December 3, 2013.
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 (including any amendments or supplements). 
Tracy Neumann
888-HSS-2150, Ext. 509  
Dave Mossberg
Three Part Advisors, LLC
(817) 310-0051 
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