03.12.2013 15:59:46
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Parametric Sound To Hold Stockholders Meeting To Consider Turtle Beach Merger
(RTTNews) - Parametric Sound Corp. (PAMT) announced 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.
Previously, the company 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 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.
In addition to the approval of stockholders, the completion of the merger is subject to NASDAQ approval and other customary closing conditions.
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.
In early August 2013, Parametric Sound and Turtle Beach reached a definitive agreement to merge in a stock for stock deal.
As per the terms of the agreement, former Turtle Beach stockholders are expected to own about 80% of the combined company´s shares outstanding at closing, and Parametric stockholders are expected to own about 20% of the combined company's shares, subject to adjustment as provided in the merger agreement.
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