TEMPE, AZ--(Marketwire -12/05/11)- Rockford Corporation (Pinksheets: ROFO.PK - News) today announced the commencement of a modified "Dutch auction" offer (the "Offer") to acquire shares of its common stock. Rockford intends to spend up to $2.5 million to repurchase up to 1,000,000 shares of common stock, or up to approximately 12.5% of its outstanding shares, at a price per share not greater than $3.25 nor less than $2.50. The Offer is scheduled to expire at 12:00 a.m. Eastern time on January 6, 2012 unless extended.
The modified "Dutch auction" offer process will allow shareholders to indicate how many of their shares and at what price within the $2.50 to $3.25 range the shareholders wish to tender. The prices that may be specified increase in increments of $0.25 from $2.50 up to $3.25 per share, the highest price that may be specified. On December 2, 2011, the last full trading day prior to the commencement of the Offer, the last sale price for Rockford's common stock as reported on the Pink Sheets was $2.50 per share.
Based on the number of shares tendered and the prices specified by the tendering shareholders, Rockford will determine the lowest price per share within the range that will enable it to purchase a maximum of $2.5 million worth of shares (up to 1,000,000 shares or a lesser amount depending on the number of shares properly tendered and the price at which shares are tendered). All shares accepted in the Offer will be purchased at the same price. Rockford will not purchase shares below a price stipulated by a shareholder, and in some cases, may purchase shares at prices above a shareholder's stipulated price. "Odd lot" tenders (tenders by holders of 100 or fewer shares of common stock of all of the shares owned by them) will be purchased on a priority basis. Specific instructions and a complete explanation of the terms and conditions of the Offer will be in the offer to purchase and related materials being sent to shareholders of record promptly.
The Offer will be subject to various terms and conditions as will be described in the offer to purchase and related materials that will be sent to shareholders. Additional copies of the offer materials will also be available from the Information Agent, Georgeson Inc. Rockford may extend, amend or terminate the Offer as set forth in the offer to purchase.
William R. Jackson, Rockford's President and Chief Executive Officer, said, "After evaluating various opportunities, we concluded that the best investment of our capital was in our own stock. Moreover, we believe that the offer will benefit stockholders by providing an efficient mechanism for those who desire liquidity to receive cash for their shares and, for our remaining stockholders, an enhanced ability to participate in the long-term earnings potential of our business."
This press release is for informational purposes only and is not an offer to purchase or the solicitation of an offer to sell any shares of Rockford's common stock. The solicitation of offers to purchase Rockford's common stock and specific instructions with respect thereto will only be made pursuant to the offer to purchase and related materials. Stockholders should read those materials carefully because they contain important information, including the various terms and conditions of the Offer. Stockholders will be able to obtain copies of the offer to purchase and related materials by calling the information agent, Georgeson Inc., toll free at (800) 903-2897 or by writing the information agent at 199 Water Street, 26th Floor, New York, NY 10038.
None of Rockford, its Board of Directors, its management, or the information agent is making any recommendations to stockholders as to whether to tender or refrain from tendering their shares. Rockford's executive officers and directors have advised Rockford that they do not intend to tender any of their shares in the Offer. Stockholders are urged to evaluate carefully all information regarding the Offer and to consult their own investment and tax advisors before making a decision as to whether to tender their shares and, if so, how many shares to tender and at what price or prices to tender them.
About Rockford Corporation
Setting the standard for excellence in the mobile audio industry, Rockford Corporation markets and distributes high-performance audio systems for the mobile audio aftermarket and OEM market. Headquartered in Tempe, Arizona, Rockford Corporation distributes its products under the brands: Rockford Fosgate®, Rockford Acoustic Design®, Lightning Audio®, Brax™, Helix™ and Renegade®. For more information, please visit: www.rockfordfosgate.com, www.rockfordacousticdesign.com, www.lightningaudio.com, www.braxhifi.com, www.helixhifi.com and www.renegadecaraudio.com,
Forward-looking Statement Disclosure
We make forward-looking statements in this press release including but not limited to statements about our results of operations. These statements may be identified by the use of forward-looking terminology such as "may," "will," "believe," "expect," "anticipate," "estimate," "continue," or other similar words.
Forward-looking statements are subject to many risks and uncertainties. Rockford cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Actual results may differ materially from those anticipated in our forward-looking statements. Rockford disclaims any obligation or undertaking to update these forward-looking statements to reflect changes in our expectations or changes in events, conditions, or circumstances on which our expectations are based.
When considering our forward-looking statements, you should keep in mind the risk factors discussed in our press releases and earnings reports, as well as the risk factors generally applicable to a small business such as ours. We particularly call your attention to the risk factors and other cautionary statements identified on our investor relations web-site, http://www.rockfordcorp.com/RiskFactors titled "Risk Factors That May Affect Rockford's Operating Results, Business Prospects and Stock Price" (the "Risk Disclosure"). We updated the Risk Disclosure as of March 31, 2011. Our business is subject to the risk factors noted in the Risk Disclosure, other risk factors identified above and other risk factors we have not anticipated or discussed. These risk factors could cause our actual results to differ significantly from those anticipated in our forward-looking statements.
Chief Financial Officer