Skullcandy, Inc. (MM) (SKUL) 銘柄情報

( SKUL ) ~ Incipio Group to Acquire Skullcandy; Create Leading Technology, Creative Culture and Mobile Lifestyle Compan


Incipio Group to Acquire Skullcandy; Create Leading Technology, Creative Culture and Mobile Lifestyle Company
Highlights of the Merger:
-- Unites leading brands (Incipio, Skullcandy, Incase, Astro Gaming, Braven
Audio, and Tavik) to specialize in serving consumers across technology
driven lifestyles.

-- Creates new licensing opportunities with future and current licensing
partners including kate spade new york, Jack Spade, Burton, Rebecca
Minkoff, and Tumi through enhanced product and marketing focus in new and
existing categories.

-- Combines leadership and operational capabilities of both companies to
drive scale and efficiencies that will allow teams to focus additional
time and resources on serving the consumer through enhanced products and
innovation.

-- Provides retailers a one-stop-shop for multiple technology lifestyle
categories.
PARK CITY, Utah and IRVINE, Calif., June 24, 2016 (GLOBE NEWSWIRE) -- Skullcandy, Inc. (NASDAQ:SKUL), which creates world-class audio experiences through its Skullcandy(R) and Astro Gaming(R) brands, and Incipio LLC, a leading global consumer technology solutions platform, jointly announced today that they have entered into a definitive merger agreement pursuant to which Incipio has agreed to acquire Skullcandy. Under the terms of the definitive merger agreement, Incipio will pay $5.75 per share in cash, or a total of approximately $177 million.
The purchase price represents approximately a 29% premium over Skullcandy's closing share price on June 22, 2016, and approximately a 49% premium over the 90-day, volume-weighted average price. Excluding Skullcandy's cash, cash equivalents and short-term investments of $46 million as of March 31, 2016, the enterprise value of $131 million represents a 59% premium over the enterprise value on June 22, 2016.
Andy Fathollahi, CEO and Founder of Incipio, stated, "We have long admired Skullcandy's culture of innovation and ability to create pioneering audio experiences with quality and style. Skullcandy and Astro amplify our dynamic mix of products and brands, while bolstering the technical and operational capabilities that serve as the foundation of our platform. The team at Skullcandy and its international presence will also allow us to accelerate the global impact of our multi-brand offense."
Hoby Darling, Skullcandy, Inc. President and CEO commented, "We are excited to be joining forces with Incipio Group as we believe it's in the best interests of Skullcandy and our shareholders. The combination of our two companies allows us to better serve our consumers and retailers with focused, best-in-class products in multiple categories. We share a common culture, vision and commitment to driving innovation and this merger will allow our two teams to amplify their efforts going forward. Also, importantly, we remain deeply committed to our teams, retail partners, ambassadors and community. Those things are all part of our DNA as a company born on the mountains in Park City for Skullcandy and in the technology and gaming hub of San Francisco for Astro."
The transaction will be financed primarily through a new senior credit facility with Monroe Capital Advisors, LLC and Wells Fargo Bank, N.A. The transaction is not subject to a financing condition.
Terms of the Agreement
Under the terms of the definitive merger agreement, an affiliate of Incipio will commence a cash tender offer to acquire Skullcandy's outstanding shares of common stock for $5.75 per share, net to each holder in cash. Following receipt of required regulatory approvals and the satisfaction of other customary closing conditions, and after such time as all shares tendered in the tender offer are accepted for payment, the definitive merger agreement provides for the parties to effect, as promptly as practicable, a merger which would result in all shares not tendered in the tender offer being converted into the right to receive $5.75 per share in cash. The transaction has been approved by Skullcandy's and Incipio's boards of directors and is expected to close in the third quarter of 2016.
The definitive merger agreement provides for a "go-shop" period until July 23, 2016, during which time Skullcandy's board of directors, together with its financial and legal advisors, may actively solicit alternative proposals from third parties to acquire Skullcandy. There can be no assurances that this process will result in a superior transaction. After July 23, 2016, Skullcandy must cease all existing discussions and may not solicit or participate in any additional discussions with third parties regarding alternative proposals, subject to certain exceptions.
Peter J. Solomon Company is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to Skullcandy. Wunderlich Securities is acting as financial advisor and Rutan and Tucker LLP is acting as legal advisor to Incipio.
About Skullcandy, Inc.
Skullcandy, Inc. creates world-class audio experiences through its Skullcandy(R) and Astro Gaming(R) brands. Founded at the intersection of music, sports, technology and creative culture, Skullcandy brand creates world-class audio and gaming products for the risk takers, innovators, and pioneers who inspire us all to live life at full volume. From new innovations in the science of sound and human potential, to collaborations with up-and-coming musicians and athletes, Skullcandy lives by its mission to inspire life at full volume through forward-thinking technologies and ideas, and leading edge design and materialization. Astro Gaming creates premium video gaming equipment for professional gamers, leagues, and gaming enthusiasts. Astro Gaming was founded in the pits of competitive gaming and has become synonymous with pinnacle gaming experiences. Skullcandy and Astro Gaming products are sold and distributed through a variety of channels around the world from the Company's global locations in Park City, San Francisco, Tokyo, Zurich, Mexico City, and Shanghai, as well as through partners in some of the most important culture, sports, and gaming hubs in the world. The Skullcandy brand website can be found at http://www.skullcandy.com. The Astro Gaming website can be found at http://www.astrogaming.com.
About Incipio, LLC
We are a global consumer technology solutions platform operating a diverse portfolio of owned and licensed brands at the intersection of design and functionality. Founded in Southern California in 1999, our strategy begins with a passion for building amazing product and a commitment to serve our customers. Our portfolio of brands offers compelling solutions that meet the needs of today's active mobile consumers, who demand more out of the products they use. Leveraging our powerful back-end platform of shared resources, our brands deliver a complete solution to retailers and consumers alike. Our strategy of delivering a fully assorted mix of premium company-owned brands and licensed blue-chip lifestyle brands has quickly cemented us as the preeminent consumer technology platform in the industry. The formula behind our model is based on operational excellence coupled with a commitment to best-in-class product design & engineering, all backed by a robust proficiency in manufacturing and distribution. Our 300+ employees operate through nine offices around the world and allow us to reach over 50,000 retail doors globally. What was once a startup that grew out of a suburban garage in Southern California has turned into an international platform with a mission to enhance the mobile lifestyle by delivering only the best brands and products to active mobile consumers around the globe. Learn more about Incipio Group at www.incipio-group.com.
Cautions regarding Forward-Looking Statements
The statements included in this press release that are not a description of historical facts are forward-looking statements. Words or phrases such as "believe," "may," "could," "will," "estimate," "continue," "anticipate," "intend," "seek," "plan," "expect," "should," "would" or similar expressions are intended to identify forward-looking statements and are based on Skullcandy's current beliefs and expectations. These forward-looking statements include, but are not limited to, statements related to the consummation of the tender offer and the merger as well as any benefits of the acquisition by Incipio of Skullcandy. These forward-looking statements are based on information available to us as of the date of this release and current expectations, forecasts and assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements. Such risks and uncertainties include a variety of factors, some of which are beyond our control. In particular, such risks and uncertainties include, but are not limited to: the risk that one or more closing conditions to the transaction may not be satisfied or waived, on a timely basis or otherwise; the unsuccessful completion of the tender offer; the risk that the transaction does not close when anticipated, or at all, including the risk that the requisite regulatory approvals may not be obtained; matters arising in connection with the parties' efforts to comply with and satisfy applicable regulatory approvals and closing conditions relating to the transaction; there may be a material adverse change of Skullcandy or its business may suffer as a result of uncertainty surrounding the transaction; the transaction may involve unexpected costs, liabilities or delays; the adverse impact of competitive product announcements; revenues and operating performance; changes in overall economic conditions and markets, including the current credit markets; changes in demand for our products; changes in inventories at customers and distributors; technological and product development risks; availability of raw materials; competitors' actions; pricing and gross margin pressures; loss of key customers; order cancellations or reduced bookings; control

( SKUL ) ~ DJ Skullcandy Founder to Weigh Potential Buyout Bid -- Market Talk
9:13 ET - The potential of Skullcandy (SKUL) founder and former CEO Rick Alden leading a takeover effort (that possibility was unveiled in a late-Tuesday SEC filing) shouldn't be much of a surprise considering the headphone maker's stock tumble the past several years and his family trust still owning a 13% stake. SKUL's 2011 IPO priced at $20 and traded above that in 7 of the stock's first 9 sessions. But it's been downhill since, falling to $5 in 2013 before getting back above $10 for a time last year before a fresh tumble to new lows, finishing yesterday at $3.93. Wunderlich thinks based on multiples for makers of consumer-electronic accessories which have gotten bought, $5.50-6.50 would be a fair price for SKUL. It's up 18% premarket at $4.65. (kevin.kingsbury@wsj.com; @kevinkingsbury)
(END) Dow Jones Newswires
June 08, 2016 09:13 ET (13:13 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.- - 09 13 AM EDT 06-08-16

now this is a good buy area, would buy a 1/2 of available $$ for this position today ,and wait a few trading days see if it drops more ,if so slowly add more on way down, also do the same if it's flat, if it starts rebounding add 1/4 more, and ride, markets are a mess, great time to take advantage and buy normally good stocks at discounted prices

Good outlook, nice fins. In at $7.42, will hold for north of $10. Own a pair of the Hesh 2 Wireless head phones. They retail for $100, 1/3 of most comparable over ear headphones. Additional retail shelf space this Fall heading into the Holidays. This is a strong buy and hold IMO. $SKUL

6/23/15 DA Davidson has a $14 price target on SKUL

Nice dip. Easy 50-100% from here.

Roth Capital Maintains Buy On Skullcandy Following 2Q14 And Full Year EPS Guidance http://www.smarteranalyst.com/2014/08/01/roth-capital-maintains-buy-on-skullcandy-following-2q14-and-full-year-eps-guidance/

Management is good. $SKUL = Buy

I'm thinking 6.50 coming up and good loading zone from there to 6.90. thoughts?

i got bored with the no new no action going on, thought it was gonna drop yesterday so i sold at 9.40, glad i did today by the looks of em. i may re buy in the low 8s high 7s

hot stocked has this to go to !10.74 in the near future. I can't wait to see $15 plus

wish I did, probably shorts

anyone know why skul is sucking so bad today?

10.38 premarket!!!!!!!!!!!!!

man I love my skul position at 7.71! sadly I will probably have to avg up as I add shares in the future:(

18.44 Would be acceptable. lol

Nice move today, I like seeing it back in the $10's, but $18 would be better :)

and so it continues....

Heres the last paragraph from a Motley Fool article today.

"Now what: Management now sees full-year EPS of $0.10-$0.14 on sales growth in the mid- to high-single digits, nicely ahead of Wall Street's view of $0.10 in per-share earnings and revenue growth of 4.2%. "With our five key growth pillars established and a clear understanding of our consumer, where we will innovate and focus, and a segmented distribution strategy, it is now about executing," said President and CEO Hoby Darling. "We are confident we can achieve our vision of being a global audio leader while delivering profitable growth, increased shareholder value and living by our core values." Given Skullcandy's red-hot shares and forward P/E around 90, however, I'd wait for much of the excitement to fade before betting on it."

i'll take up $2 for today, holding even longer, at 15% tax rate right now in my Roth IRA tax FREE ;)

Im thinking a settle around 9.30 today and then nice slow steady rise through the rest of the year. Building nicely into long term solid company.

SKUL was a pleasant surprise this morning, especially after losing over a dollar in the past 2 trading sessions. It appears Hoby Darling is turning this company around.

Congrats, DJ.

Hey VeronicaFox nice to see you here. Skul has finally come through for us in a nice way.....congrats.

You could very easily be right, and I really hope you are. I'm going to sit tight with the shares I still hold and wish the best for all of us.

Just looked at today's chart; it is a thing of beauty.

i was thinking about selling in the $11s, but didn't want to lose my position i'm holding out cuz i think next weeks gonna be bigger

I sold half this morning @ $10.93, will most likely hold the remainder for $18ish as well.

Crazy trading today, about 7.1 mm in the first hour - Gotta love it.

Congrats, great move!

it did, been holding over a year, looking for ipo price of $18 long term. Yourself?

It did even better, hit $11.40 this morning on higher than expected earnings and sales in the December quarter. Totally insane but in a very good way :)

volume is almost 6 mil in the first 40 minutes lol, $12 could happen

chart looks to be gearing for $12+ with 10.30ish at support

get rdy for lift off agian!!! look for a break after 10.63

SKUL soaring--ANDREA ELECTRONICS (ANDR) next to SOAR imo---FORTRESS INVESTMENT GROUP invested in ANDR---SKUL and ANDR will continue to SOAR imo.

holy crap 10.94!!! this is freaking insane!!!!

give me $11 today?

great because there are a lot of shorts in SKUL and thats one of the reasons we are going to fly even more today, i'm in at 6.48 but have been in over a year so all profits at 15% tax rate

RSI is low from this week and did ya see the new today also:
Skullcandy Announces Participation in the 26th Annual ROTH Growth Stock Conference
33 minutes ago - DJNF

Skullcandy Announces Participation in the 26th Annual ROTH Growth Stock Conference
PARK CITY, Utah, March 7, 2014 (GLOBE NEWSWIRE) -- Skullcandy, Inc. (Nasdaq:SKUL) today announced that the Company will make a presentation at the 26th Annual ROTH Growth Stock Conference at The Ritz Carlton in Dana Point, California. Jason Hodell, Chief Financial Officer, will host the presentation currently scheduled for Tuesday, March 11, 2014 at 2:30 p.m. Pacific Time.
The audio portion of the presentation will be webcast live at www.skullcandy.com under the Investor Relations section. An archived replay will be available approximately two hours after the conclusion of the live event.
ABOUT SKULLCANDY, INC.
Skullcandy is the original lifestyle and performance audio brand inspired by the creativity and irreverence of youth culture. Skullcandy designs, markets and distributes audio and gaming headphones and other accessory related products under the Skullcandy, Astro Gaming and 2XL by Skullcandy brands. Skullcandy was launched in 2003 and quickly became one of the world's most distinct audio brands by bringing unique technology, color, character and performance to an otherwise monochromatic space; helping to revolutionize the audio arena by introducing headphones, earbuds and other audio and wireless lifestyle products that possess unmistakable style and exceptional performance. The Company's products are sold and distributed through a variety of channels in the U.S. and approximately 80 countries worldwide. Visit skullcandy.com, or join us at

hold long for IPO price, maybe more

I don't know for sure, but i think people looked at last years history and though that the EPS would be less than .09 so they hi tailed it, i avged down to 7.75 thanks to weak hands. Also every day this week first thing there was a large sell off, and it might have been an insider trying to shake the tree, i knew better cuz with toshiba, other deals, and the nike CEO working for us, this is gonna go up i think. There was also that guy i forget his name from $5 preaching $35s is a coming that jumped ship and wrote an article on the 5th that he didn't THINK they were worth 8. smart investors don't sell a company that they plan to go long, just cuz some jack@$$ makes 50% and then bails, this dip was great for longs to avg up and get locked and loaded for double digits this year. We could see ten today i think, but after noon some will be trying to take profits,today we will see a new high, news was good, next week will be better. i would just set a stop at or under 9.65 if this breaks 10.25 today.

yeah, why the big drop on Tuesday though? looks like shorts got caught with their hand in the cookie jar

Super gap tomorrow after q4.. nice!

did you check out skul after hrs today? 9.45 high, i think where gonna gap to 9.71ish in the morning.

man did you see the after hrs, its gonna gap up to 9.45 and probaly run to $10. my avg 7.75 here.

i think that its moving like this due to last years history and people freaking out, but i think tomorrow alot will be sad they sold. I mean Toshiba report last month. watch there will be some after hrs loading this evening and a mega gap up. IMO and possibly wishful thinking.

do you know what the leak said?

looks like earnings leak, pretty sad

alot of time i've seen stocks drop like this before a great run up SWHC did and they are up $2 today

i meant tomorrow with good earnings?

anybody know why stock dropped today? inside info on earnings?

down .50 today, highly doubt it

think well pop 9 on earnings?

earnings on thursday we will see