Executive Contact:
Richard Vasek
Chief Financial Officer Rockford Corporation (480) 517-3169
Tempe, Arizona, September 21, 2012--Rockford Corporation (OTC
Pink: ROFO.PK) today announced the final results of its
modified "Dutch Auction" tender offer which expired
at 5:00 p.m. New York City time on September 14, 2012.
Based on the final count by the depositary, an aggregate of
1,634,504 shares of common stock were properly tendered and
not withdrawn at prices at or below
$5.60. The shares tendered included 193,300 shares tendered
by holders of vested options under Rockford's employee stock
option plans. Accordingly, pursuant to the terms of the Offer
to Purchase, Rockford has accepted for purchase 1,634,504
shares of its common stock at a purchase price of $5.60 per
share. These shares represent approximately 21.7% of the
shares outstanding as of August 31, 2012.
After completion of the purchase of the shares tendered,
Rockford will have:
Approximately 6,079,000 shares of common stock outstanding, a
reduction from approximately 7,520,000 shares outstanding as
of August 31, 2012; and
Approximately 1,047,000 options outstanding under its
employee stock option plans, a reduction from approximately
1,240,000 options outstanding as of August 31, 2012.
The aggregate purchase price that will be paid by Rockford
for the tendered shares is approximately $9.2 million,
excluding transaction costs. The depositary will promptly pay
for the shares accepted for purchase.
The tender offer was made pursuant to an Offer to Purchase
and Letter of Transmittal, each dated August 13, 2012. The
Information Agent was Georgeson Inc. All questions regarding
the tender offer may be directed to Georgeson Inc. by
telephone at (800) 903-2897 (toll-free) or in writing to
Georgeson Inc., 199 Water Street, 26th Floor, New York, NY
10038-3560.
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.comand 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/RiskFactorstitled "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.
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