Tempe, Arizona, December 5, 2011–Rockford Corporation (OTC Pink:
ROFO.PK) 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.
