Exhibit A
Turtle Beach Board of Directors Issues Open Letter to Stockholders Highlighting Record of
Proactive Engagement with Potential Acquirers
Board Remains Openminded to All Credible Opportunities to Maximize Value
WHITE PLAINS, N.Y. May 5, 2022 Leading gaming accessory maker Turtle Beach Corporation (Nasdaq: HEAR) (Turtle Beach or the
Company) today issued the following open letter to stockholders from its Board of Directors:
Dear Fellow Stockholders,
We hope you had the opportunity to listen to our first quarter 2022 earnings call yesterday, a replay of which is available on our
investor relations website. The Board is serious and proactive in its duty to consider all credible opportunities to maximize value, and we wanted to reiterate some of the details provided with respect to our approach to strategic alternatives.
As noted on the call, we have engaged in banker-led, proactive outreach processes to potential
acquirers on three separate occasions in the past five years. The most recent of those efforts began when we retained a banker in late 2020 to engage in outreach to third parties starting in early 2021. We subsequently made the decision in the
Spring of 2021 to switch bankers and engaged Bank of America to continue our efforts and, since then, we have been in contact with 29 potential acquirers, comprising the most logical potential strategic buyers as well as select financial sponsors.
Based on that outreach, we signed 10 NDAs and held 9 management meetings. As is always the case, there is no guarantee that discussions of this nature will result in a transaction.
We received feedback from prospective buyers and their advisors throughout the course of this extensive engagement. In several cases we heard
that potential buyers were unwilling to move forward because Turtle Beach had too much reliance on console gaming headsets and the cyclicality that comes with that, which is consistent with the feedback we received in prior rounds of outreach. This
is one of the many reasons we have pursued our value-creating diversification strategy.
It is also important to reiterate that in the
prior two rounds of outreach we received bids that would have been unattractive to our stockholders. In both cases, our stock price was trading at low levels based on overall market conditions, and the offers undervalued Turtle Beach. We
subsequently drove higher value for stockholders than the bids offered. This is, in part, why we believe that the right course of action is to continue executing our strategy, which we believe will enhance value in the context of either a standalone
entity or in a potential transaction.
The Boards openness to value-maximizing opportunities was also clear in our full and good
faith engagement with Donerail, where Turtle Beach repeatedly tried to establish Donerails financing in order to make their bid real and actionable. Despite our efforts, Donerail could not, or would not, verify their financing, unlike
other credible potential buyers. Furthermore, the proxy contest being waged by the Donerail Group to gain control of Turtle Beach, and the Donerail Groups dissemination of false and misleading information about the Company, which began mid-2021, has unfortunately deterred and discouraged multiple potential acquirers based on feedback weve received directly from these parties.
The Turtle Beach Board stands firmly committed to executing on its fiduciary duty and acting in the best interest of ALL stockholders. The
Board continues to believe that the best way to create value, whether as a stand-alone entity or through strategic alternatives, is to continue to execute on a strategy that grows the business and grows and diversifies earnings over time.