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Knowles Corp — Investor Presentation 2015
Apr 30, 2015
31674_rns_2015-04-30_e9e0bb81-bdea-459b-9734-effeecd31786.zip
Investor Presentation
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On April 30, 2015, Knowles Corporation presented the information on the following slides.
Knowles to Acquire Audience Knowles will be uniquely positioned to optimize the audio signal path to enhance performance and enable new applications April 30, 2015 Filed by: Knowles Corporation pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14d-2 under the Securities Exchange Act of 1934, as amended Subject Company: Audience, Inc. Commission File No. 001-35528
Transaction Overview 2 Transaction Rationale Provides analog & digital signal processing, algorithm and software expertise Broadens intelligent audio offerings Uniquely positions Knowles in the audio signal path Acquisition Consideration $5.00 / share comprised of $2.50 in cash and $2.50 in Knowles stock; subject to a collar Enterprise value of approximately $85 million, net of estimated cash of $44 million at March 31, 2015 Financial Impact Expands available market and improves gross margin Approximately $25 million in annualized cost savings Expected to be accretive by Q4 of 2016 (on a non-GAAP basis) Expected closing in Q3 2015, subject to regulatory and other approvals
Compelling Strategic Rationale *IDC and Gartner Technology World-leading engineering talent and IP focused on audio processing solutions Expands Knowles capabilities in intelligent audio solutions Product Portfolio Highly complementary product and technology portfolios Enables delivery of end-to-end acoustic solutions Mics Signal Processing Speakers Market Expansion Accelerates time-to-market for smart mics and other intelligent solutions Expands TAM for next-generation intelligent audio solutions / algorithm development Increases $ content with higher-margin products in existing markets 3
Business Overview Key Technologies 4 Advanced voice processing Context aware processing Always-on sensing Mobile device system integration Software engineering JOINT CUSTOMERS Source: Company filings, Investor presentation Founded in 2000 Headquartered in Mountain View, CA CY2014 revenue: $113mm CY2014 non-GAAP gross margin: 52% Leading intelligent voice and audio solutions provider Sold 500+ million advanced voice processors 195 U.S. patents issued and pending 300+ employeessignificant R&D / SW algo talent
Innovative Technology Drives Differentiated Solutions 5 2000 2015+ 2010 Pace of acoustic features growing exponentially in recent years Microphones Speakers & Receivers High Performance Solutions Integration Embedded Software + Hardware Modules Knowles technology stems from 500+ patents Audio $ Content Feb . 14 Analyst Day Knowles Acoustic Subsystems enable smart audio optimization device
Competitive Differentiation 6 Source: Knowles Management Acoustic Expertise Electro-Mechanical Integration MEMS/ASIC Design + Audio Signal Processing Expands Knowles existing expertise in intelligent audio and signal processing solutions through Audiences strong engineering team and robust patent portfolio Analog and Digital Signal Processing MEMS/ASIC Design Applications Expertise Acoustic Innovation Proprietary Manufacturing Techniques Mechanical/Industrial Design Product Portfolio Breadth ACOUSTIC COMPANY SEMICONDUCTOR COMPANY
Intelligent Audio System Integrated Speaker Box Microphones Receivers Speakers Concert Recording AudioZoom Stereo Capture/Playback Multi-Mic Noise Reduction 5.1 Surround Sound Capture / Playback Low Power, Always Listening Gesture Recognition Active Noise Cancellation Playback Optimization Hardware / Software System Future Knowles Products Enabling better performance and new applications 7 Strong acoustics core enables relevant audio solutions Own Voice Pick-up
Source: Knowles Management + Acquisition opens up >$500 million market opportunity in audio signal path Combined Company Accelerates New Market Opportunities MEMS & transducers Mechanical integration & design Core acoustics Algorithms (voice, motion) Analog & digital design System integration $100 $100 $200 8 Application Processor or Cloud Audio Signal Processing Speakers Mic Audio algorithms Better sensors (microphone & speaker) Smarter sensors (microphone & speaker) Smart integrated audio (speaker, microphone, algos) Lower power always-on (voice wake, motion wake) Hearables (e.g., own voice pick-up) IoT (e.g., audio-enable home, ultrasonic) Multi-sensory processing (contextual awareness) Mobile-centric Beyond mobile +
Revenue Growth 7% Increases New products and markets Gross Margin 39% Increases Target value-added solutions R&D (% of sales) 7-9% Increases Continue to drive intelligent audio solutions SG&A (% of sales) 8-10% Neutral Operating Margin 22% Neutral CapEx (% of sales) 7% Neutral Free Cash Flow (% of sales) 12% Neutral With Audience Mid Term Financial Model 9 Commentary Source: Knowles Management Gross margin, R&D, SG&A and operating margin measures are non-GAAP Existing Mid-Term Financial Model
Forward Looking Statements This communication contains certain statements regarding business strategies, market potential, future financial performance, future action, results and other statements that do not directly relate to any historical or current fact which are forward-looking statements within the meaning of the safe harbor provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. The words believe, expect, anticipate, project, estimate, budget, continue, could, intend, may, plan, potential, predict, seek, should, will, would, expect, objective, forecast, goal, guidance, outlook, effort, target and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are based on current plans, expectations, forecasts and assumptions and are subject to risks, uncertainties and other factors that could cause actual outcomes or results to differ materially from those projected, anticipated or implied in these forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will be achieved or accomplished. Many factors that could cause actual results or events to differ materially from those anticipated include those matters described under the sections entitled Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations of Knowles and Audiences Annual Reports on Form 10-K for the year ended December 31, 2014, subsequent Reports on Forms 10-Q and 8-K and other filings Knowles and Audience make with the SEC. Any forward-looking statement speaks of as of the date on which it is made and neither Knowles nor Audience assume any obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except as required by applicable law. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the tender offer and the proposed merger; uncertainties as to how many of the holders of shares of common stock of Audience will tender their shares into the tender offer; the possibility that various closing conditions for the tender offer or the proposed merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the tender offer or the proposed merger; the effects of disruption from the tender offer or the proposed merger making it more difficult for Knowles or Audience to maintain relationships with employees (including potential difficulties in employee retention), collaboration parties, other business partners or governmental entities; legal proceedings that may be instituted against Knowles, Audience and others following announcement of the business combination; other business effects, including the effects of industrial, economic or political conditions outside of Knowles or Audiences control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in this communication and other documents filed with the SEC by Knowles or Audience, as well as the Schedule TO to be filed with the SEC by Orange Subsidiary, Inc. Neither Knowles nor Audience undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. 10
Additional Information & Where to Find It 11 The exchange offer for the outstanding common stock of Audience has not yet commenced. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Audience. Audiences stockholders are urged to read the relevant exchange offer documents when they become available because they will contain important information that stockholders should consider before making any decision regarding tendering their shares. At the time the offer is commenced, Knowles will file exchange offer materials with the U.S. Securities and Exchange Commission and Audience will file a Solicitation/Recommendation Statement with respect to the offer. The exchange offer materials (including a Prospectus and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information, which should be read carefully before any decision is made with respect to the exchange offer. The Prospectus and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of Audience at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free at the SECs web site at www.sec.gov. Free copies of the Offer to Purchase, the related Letter of Transmittal and certain other offering documents will be made available by Audience free of charge on Audiences website at audience.com under the heading Investors of Audiences website. Interests of Certain Persons in the Offer and the Merger Knowles will be, and certain other persons may be, soliciting Audience stockholders to tender their shares into the exchange offer. The directors and executive officers of Knowles and the directors and executive officers of Audience may be deemed to be participants in Knowles solicitation of Audiences stockholders to tender their shares into the exchange offer. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Knowles and Audience in the exchange offer by reading the Prospectus and certain other offer documents, as well as the Solicitation/Recommendation Statement, when they become available.