Acquisition of Parametric Sound Corporation May Not Be in the Best Interests of Parametric Shareholders
Robbins LLP is investigating the proposed merger between Parametric Sound Corporation (NASDAQ: PAMT) (“Parametric Sound”) and VTB Holdings, Inc. (“Turtle Beach”). On August 5, 2013, the two companies announced a definitive agreement to merge in a stock for stock transaction. The transaction is expected to close before the end of the calendar year.
Is the Merger Best for Parametric Sound Shareholders?
Robbins’s investigation focuses on whether the board of directors at Parametric Sound is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger. According to the terms of the agreement, Parametric Sound shareholders will receive 20% of the common stock of the combined company and Turtle Beach shareholders will receive 80% of the outstanding shares. Further, a condition of the deal requires Parametric Sound to raise at least $5 million in additional debt or equity prior to the closing of the transaction. In addition, $12 million of non-convertible preferred stock of Turtle Beach will remain outstanding, plus dividends accrued. On news of the merger, Parametric Sound’s stock declined nearly 21%, or $3.69 per share, to close at $14.00 per share.
Given these facts, Robbins is examining whether Parametric Sound’s board of directors breached their fiduciary duties to shareholders in agreeing to be acquired by Turtle Beach.
Parametric Sound shareholders have the option to file a class action lawsuit to secure the best possible price for shareholders and the disclosure of material information so shareholders can vote on the transaction in an informed manner.
Parametric Sound shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly. You can also contact attorney Darnell R. Donahue at (800) 350-6003.