Parametric Sound Announces Stockholder Approval of Merger With Turtle Beach

Parametric Sound Announces Stockholder Approval of Merger With Turtle Beach 
Receives Approval for NASDAQ Global Market Listing Effective on
Merger 
SAN DIEGO, CA -- (Marketwired) -- 12/27/13 --  Parametric Sound
Corporation (NASDAQ: PAMT), a leading innovator of audio technology
and solutions, announced today that, at a special meeting of
stockholders held on December 27, 2013, Parametric stockholders
overwhelmingly voted to approve the proposal to issue shares of
Parametric common stock in connection with the merger contemplated by
the Agreement and Plan of Merger dated August 5, 2013 among
Parametric, VTB Holdings, Inc. (Turtle Beach) and Paris Acquisition
Corp. (the "merger agreement") and the corresponding change of
control of Parametric which will result from the merger ("merger
proposal").  
The special meeting of stockholders was held pursuant to notice and a
proxy statement that was filed with the Securities and Exchange
Commission on December 3, 2013 and mailed to stockholders entitled to
vote at the meeting beginning on December 3, 2013. The proxy
statement contains additional information concerning the terms of the
merger agreement. 
The Company also announced it has received a letter from NASDAQ
informing Parametric that its application for listing its common
stock on the NASDAQ Global Market has been approved. The Company's
common stock currently trades on the NASDAQ Capital Market. The
transition to the more senior and stringent Global Market tier will
be effective upon completion of the merger and is expected to be
seamless to stockholders. The post-merger trading symbol is expected
to remain as "PAMT". 
"We are very pleased with the outcome of today's vote and thank all
of our stockholders for their support," said Ken Potashner, executive
chairman of Parametric Sound. "We believe our merger with Turtle
Beach will create an audio technology innovator with established
brands and global retail relationships. We are confident that the
combination of the two audio technology companies is the best outcome
for Parametric and our stockholders and that the merger will maximize
stockholder value. We look forward to completing the combination
shortly and delivering compelling audio innovations to stockholders
and cust
omers of the combined company." 
In addition to the approval of stockholders and the approval of
NASDAQ, the completion of the merger is subject to other customary
closing conditions. Parametric and Turtle Beach expect to close the
merger as soon as practicable. 
Approximately 59% of Parametric total outstanding shares of common
stock as of the November 11, 2013 record date for the special meeting
of stockholders were voted and approximately 95% of shares voting on
the merger proposal voted in favor of the merger proposal.
Stockholders also voted to approve (i) on an advisory (non-binding)
basis, specified compensation that may become payable to the named
executive officers of Parametric in connection with the merger, (ii)
the Parametric Sound Corporation 2013 Stock-Based Incentive
Compensation Plan and (iii) the Parametric Sound Corporation Annual
Incentive Bonus Plan. The full results of the voting on each proposal
are anticipated to be filed with the SEC on December 30, 2013 on Form
8-K and may be accessed on the Company's web site or at www.sec.gov. 
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
www.parametricsound.com. 
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 www.turtlebeach.com. 
Cautionary note on forward-looking statements
 This press release
includes forward-looking information and statements, including,
without limitation, those regarding: the transfer of the Company's
shares to the NASDAQ Global Market and effect on stockholders; the
prospects of the combined company post-merger; and the closing of the
transactions contemplated by the merger agreement and related timing.
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 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; and the other risk factors described in the "Risk Factors"
sec
tion of the proxy statement filed with the Securities and Exchange
Commission on December 3, 2013. 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 for the fiscal year ended September 30, 2013. 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. 
PARAMETRIC SOUND CONTACT:
Tracy Neumann
888-HSS-2150, Ext. 509
tneumann@parametricsound.com 
INVESTOR RELATIONS CONTACT:
Dave Mossberg
Three Part Advisors, LLC
(817) 310-0051 
 
 
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