Knowles Corporation Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated July 1, 2015, announces the completion of Knowles Corporation's acquisition of Audience, Inc. The transaction was executed pursuant to an Agreement and Plan of Merger dated April 29, 2015. Following the filing of a Certificate of Merger with the Delaware Secretary of State, Audience became a wholly owned subsidiary of Knowles.
Key Financial Metrics and Transaction Details
- Acquisition Consideration: Knowles is expected to issue approximately 3.2 million shares of its common stock and pay approximately $60.1 million in cash to former Audience shareholders.
- Tender Offer Results: Based on preliminary data from Computershare, 21,349,817 shares of Audience were validly tendered and not withdrawn. This represents over 89.1% of Audience's outstanding shares as of June 30, 2015.
- Guaranteed Delivery: Included in the tendered shares were 1,534,095 shares submitted via the Offer's guaranteed delivery procedure.
- Financial Statements: The filing references audited financial statements for Audience for the years ended December 31, 2014 and 2013, and unaudited statements for the quarter ended March 31, 2015, filed as Exhibits 99.2 and 99.3.
Material Changes
The primary material change is the consolidation of Audience, Inc. into Knowles Corporation. Audience is no longer an independent public entity and is now a wholly owned subsidiary. The filing does not provide specific comparative revenue, profit, or cash flow metrics for Knowles itself within this document, as it focuses on the transaction mechanics and the inclusion of Audience's historical financial data in the exhibits.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the successful consummation of the merger and the acceptance of all tendered shares. It notes that the description of the Merger Agreement is qualified by reference to the full text filed as Exhibit 2.1.
Risks and Contingencies: The filing explicitly states that representations and warranties in the Merger Agreement were made solely for the purpose of the agreement, may be subject to materiality standards, and are not necessarily accurate or complete as of any date other than those specified. These were used to allocate risk rather than establish facts.
Pro Forma Information: Unaudited pro forma financial information is incorporated by reference from the Form S-4 filed on May 19, 2015 (as amended), rather than being presented directly in this 8-K.
Investor Verification Checklist
- Review Exhibit 2.1 (Agreement and Plan of Merger) for specific terms, conditions, and representations not detailed in this summary.
- Examine Exhibits 99.2 and 99.3 for Audience's historical financial performance (audited 2013-2014 and unaudited Q1 2015).
- Consult the Form S-4 (filed May 19, 2015, as amended) for the Unaudited Pro Forma Financial Information referenced in Item 9.01(b).
- Verify the final number of shares issued and cash paid, as the figures in this filing are based on preliminary information from the exchange agent.