Item 8.01 Other Events
On February 28, 2022, Intricon Corporation, a Pennsylvania corporation (the
"Company" or "Intricon"), announced the execution of an Agreement and Plan of
Merger (the "Merger Agreement"), dated as of February 27, 2022, by and among the
Company, IIN Holding Company LLC, a Delaware limited liability company (the
"Parent"), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly owned
subsidiary of the Parent ("Merger Sub"). Parent and Merger Sub are owned by
funds affiliated with Altaris Capital Partners, LLC. The Merger Agreement
provides, subject to its terms and conditions, for the acquisition of the
Company through the merger of Merger Sub with and into the Company, with the
Company surviving the merger as a wholly owned subsidiary of the Parent (the
"Merger"). A copy of the Company's press release announcing the transaction is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information required to be reported on Form 8-K with respect to the Merger
Agreement will be filed in a separate Current Report on Form 8-K.
Additional Information and Where to Find It
In connection with the proposed Merger, the Company will file a proxy statement
and other relevant documents with the Securities and Exchange Commission (the
"SEC"). The proposed Merger and the Merger Agreement described above will be
submitted to Intricon's shareholders for their consideration at a special
meeting of the shareholders. In connection therewith, Intricon intends to file
relevant materials with the SEC, including a definitive proxy statement on
Schedule 14A, which will be mailed or otherwise disseminated to Intricon's
shareholders when it becomes available. Intricon may also file other relevant
documents with the SEC regarding the proposed Merger. SHAREHOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Shareholders may obtain a free copy of the definitive proxy statement and any
amendments or supplements thereto and other documents filed by Intricon, once
such documents are filed with the SEC, at the SEC's Web site at
http://www.sec.gov. The proxy statement and such other documents may also be
obtained for free from Intricon by directing such request to Intricon at 1260
Red Fox Road, Arden Hills, Minnesota, 55112, Attention: Scott Longval,
telephone: 651-636-9770.
Participants in the Solicitation
Intricon and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from its shareholders in connection with the proposed Merger. A list of
the names of such directors and executive officers and information concerning
such participants' ownership of Intricon's common stock is set forth in
Intricon's definitive proxy statement on Schedule 14A for the 2021 annual
meeting of shareholders, filed with the SEC on March 22, 2021, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the date of such
proxy statement, and by Intricon's Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, filed with the SEC on March 16, 2021. Additional
information about the direct or indirect interests, by security holdings or
otherwise, of those participants will be included in the definitive proxy
statement and other documents filed with the SEC regarding the proposed Merger,
if and when they become available. Free copies of these materials may be
obtained as described in the preceding paragraph.
Forward-Looking Statements
Statements made in this Current Report on Form 8-K and exhibits filed herewith
that are not historical facts or that include forward-looking terminology, are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are subject to
numerous risks and uncertainties that are difficult to predict and many of which
are beyond the Company's control, which could cause actual results to differ
materially from the results expressed or implied by the statements. These risks
and uncertainties include, but are not limited to: the failure to obtain the
required votes of Intricon's shareholders; the timing to consummate the proposed
Merger; the conditions to closing of the proposed Merger might not be satisfied
or the closing of the proposed Merger otherwise does not occur; the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, including in circumstances which would
require Intricon to pay a termination fee; unanticipated difficulties or
expenditures relating to the proposed Merger; the risk that a regulatory
approval that may be required to consummate the proposed Merger is not obtained
or is obtained subject to conditions that are not anticipated; the diversion of
management time on Merger-related issues; expectations regarding regulatory
approval of the proposed Merger; results of litigation, settlements and
investigations; actions by third parties, including governmental agencies and
including the response of customers, service providers and business partners to
the announcement of the proposed Merger; global economic or political
conditions, including the outbreak of escalation of hostilities; adverse
industry conditions; and other economic, business, or competitive factors. These
risks, uncertainties and other factors are detailed from time to time in the
Company's filings with the SEC, including the Company's Annual Report on Form
10-K for the year ended December 31, 2020 and the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2021. Intricon can give no assurance that
the expectations expressed or implied in the forward-looking statements
contained herein will be attained. The forward-looking statements are made as of
the date of this Current Report on Form 8-K, and Intricon disclaims any intent
or obligation to publicly update or revise any forward-looking statements,
regardless of whether new information becomes available, future developments
occur or otherwise. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
Item 2.02 Results of Operations and Financial Condition.
The following information is being provided pursuant to Item 2.02. Such
information, including Exhibit 99.2 attached hereto, should not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
On February 28, 2022, the Company announced earnings for the quarter and year
ended December 31, 2021. A copy of the press release is furnished as Exhibit
99.2 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The following information is being provided pursuant to Item 7.01. Such
information, including Exhibit 99.2 attached hereto, should not be deemed
"filed" for purposes of Section 18 of the Exchange Act.
The information contained under Item 2.02 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description
Press Release announcing the Merger Agreement, dated February 28,
99.1 2022
Press Release announcing fourth quarter and full year 2021 results,
99.2 dated February 28, 2022
Cover Page Interactive Data File (formatted as inline XBRL and
104 contained in Exhibit 101)
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