Skullcandy (SKUL) Says Revised $6.35/Share Proposal from Mill Road is Superior to Incipio Transaction

August 18, 2016 8:02 AM EDT

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(Updated - August 18, 2016 8:03 AM EDT)

(Update corrects headline)

Skullcandy, Inc. (Nasdaq: SKUL) announced that, on August 17, 2016, Skullcandy received a written proposal from Mill Road Capital Management LLC (“Mill Road”) to acquire Skullcandy for $6.35 per share in cash (the “August 17 Mill Road Proposal”). Later that day, on August 17, 2016, Skullcandy’s Board of Directors (the “Skullcandy Board”), after consultation with its outside legal counsel and financial advisors, determined that the August 17 Mill Road Proposal constitutes a “Superior Proposal” as defined in Skullcandy’s previously announced definitive merger agreement, as amended (the “Incipio Agreement”), with Incipio, LLC (“Incipio”).

As part of the August 17 Mill Road Proposal, Mill Road delivered to Skullcandy a draft merger agreement that is not subject to due diligence or financing conditions and is on substantively the same terms as the Incipio Agreement and the prior unsolicited proposal from Mill Road dated August 15, 2016, other than the increased price. Mill Road indicated that it has received the approval of its proposed debt financing sources in connection with the August 17 Mill Road Proposal, and Mill Road delivered into escrow its signature pages to the proposed merger agreement.

Also on August 17, 2016, pursuant to the terms of the Incipio Agreement, Skullcandy delivered notice to Incipio of the Skullcandy Board’s determination and intention, at or after 12:00 a.m., Eastern Time, on August 23, 2016, to terminate the Incipio Agreement and change its recommendation to Skullcandy’s stockholders to recommend the August 17 Mill Road Proposal, subject to Incipio’s rights pursuant to the Incipio Agreement to negotiate with and make revised proposals to Skullcandy during that period.

There can be no assurance that the August 17 Mill Road Proposal will ultimately lead to a transaction between Mill Road and Skullcandy or that Incipio will propose any adjustments to the Incipio Agreement. The Skullcandy Board has not changed its recommendation that Skullcandy stockholders tender their shares pursuant to the offer by Powder Merger Sub, Inc., a wholly owned subsidiary of Incipio, nor has it made any recommendation with respect to the August 17 Mill Road Proposal.

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