Knowles Corporation · NYSE:KN
Knowles — Merger or Acquisition (April 2015)
11 slides from Knowles's merger presentation, Apr 30, 2015
Slide 1: Knowles to Acquire Audience
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
Slide 2: Transaction Overview
Transaction Overview • Provides analog & digital signal processing, algorithm and software expertise Transaction • Broadens intelligent audio offerings Rationale • Uniquely positions Knowles in the audio signal path • $5.00 / share comprised of $2.50 in cash and $2.50 in Knowles stock; subject to a
Slide 3: Compelling Strategic Rationale
Compelling Strategic Rationale • World-leading engineering talent and IP focused on audio processing solutions Technology • Expands Knowles’ capabilities in intelligent audio solutions • Highly complementary product and technology portfolios Product • Enables delivery of end-to-end acoustic solution
Slide 4: Audience Business Overview
Audience Business Overview • Founded in 2000 • Leading intelligent voice and audio solutions provider • Headquartered in Mountain View, CA • Sold 500+ million advanced voice processors • CY2014 revenue: $113mm • 195 U.S. patents issued and pending • CY2014 non-GAAP gross margin: 52% • 300+ employees
Slide 5: Innovative Technology Drives Differentiated Solutions
Feb . ’14 Analyst Day Innovative Technology Drives Differentiated Solutions Audio $ Content Knowles’ technology stems Sensing Speech Recognition from 500+ patents Embedded Software + Hardware Modules Multi-Media Pace of acoustic features growing exponentially in recent years Integration Voice Knowle
Slide 6: Competitive Differentiation
Competitive Differentiation Acoustic Expertise Expands Knowles’ existing expertise in intelligent audio and signal processing MEMS/ASIC solutions through Audience’s Design Electro-Mechanical strong engineering team and + Integration robust patent portfolio Audio Signal Processing ACOUSTIC SEMICONDUC
Slide 7: Solutions Capabilities Acoustics
Enabling better performance and new applications AudioZoom Stereo Capture/Playback 5.1 Surround Sound Capture / Playback Solutions Active Noise Own Voice Playback Audio Cancellation Pick-up Optimization Low Power, Always Multi-Mic Noise Listening Reduction Hardware / Software System Concert Future K
Slide 8: Combined Company Accelerates New Market Opportunities
Combined Company Accelerates New Market Opportunities + MEMS & transducers Algorithms (voice, motion) Mechanical integration & design Analog & digital design Core acoustics System integration Mobile-centric Beyond mobile Application Processor or Cloud • Better sensors • Hearables $100 $100
Slide 9: Mid Term Financial Model
Mid Term Financial Model Existing Mid-Term Financial Model With Audience Commentary Revenue Growth 7% Increases New products and markets Gross Margin 39% Increases Target value-added solutions Continue to drive intelligent R&D* (% of sales) 7-9% Increases audio solutions SG&A* (% of sales) 8-10% Neu
Slide 10: Forward Looking Statements
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 wi
Slide 11: Additional Information & Where to Find It
Additional Information & Where to Find It 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. Audience’s stockholders are urged to read the relevant exchang