Caligan Partners, LP (Caligan) and Falcon Edge Capital, LP (Falcon Edge), which manage funds that beneficially own more than 6.7% of Knowles Corp. (Knowles or the Company), today released a letter outlining financial, operational, strategic, and governance failures at Knowles. The letter, addressed to the Companys Board, highlights simple, low-risk initiatives that Knowles could implement to begin to address the root causes of its significant underperformance as a public company. The letter noted that Caligan and Falcon Edge believe that the opportunity could lead to Knowles being valued at more than $28 per share, representing upside of more than 70% from todays price.
March 29, 2019
The Board of Directors c/o Corporate Secretary Knowles Corporation 1151 Maplewood Drive Itasca, Illinois 60143
Dear Members of the Board:
We have now been in discussions with the CEO and the Chairman of the Board of Knowles for the last six weeks, but, unfortunately, have concluded that this Board will neither embrace reasonable transparency nor hold senior management accountable for future failures in execution unless shareholders mandate it. We presented you with three low-risk initiatives that would benefit Knowles employees, customers and shareholders:
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I. Provide Transparency to Shareholders on Intelligent Audio: Knowles lost almost $70MM in its Intelligent Audio segment in 2018, roughly 40% of Knowles consolidated 2018 EBITDA, but has refused to disclose basic facts, like revenue, since 2015 while obfuscating losses by commingling them with the Performance Audio segment. Shareholders have a right to evaluate the returns on this investment, particularly after four years of heavy losses with no material revenues or disclosed pipeline to evaluate.
II. Conduct a Strategic Review of Knowles Precision Devices Segment: Knowles has stated repeatedly that it is transitioning to an audio solutions provider. Knowles Precision Devices segment includes businesses that were historically part of Dover, have no connection to Knowles Audio segment, and could be divested to generate meaningful proceeds. A strategic review is consistent with prior divestitures of Knowles Sound Solutions division in 2016, a MEMS timing business in 2016, and the crystal oscillator division in 2017.
III. Add Our Experienced Nominees to Knowles Board: Add to the Board qualified directors who have collectively served on over 25 boards and have a track record of working collaboratively with boards and management teams while holding them accountable for execution¦
Full Letter Available at www.thefutureofknowles.com
Caligan, David Johnson, Samuel J. Merksamer, Falcon Edge, Richard Gerson and Jonathan Christodoro (Collectively, the Participants) Intend to File with the Sec a Proxy Statement and Form of Proxy to Be Used in Connection with the Solicitation of Proxies from the Stockholders of Knowles. All Stockholders Are Advised to Read the Proxy Statement and Other Documents When They Become Available, as They Will Contain Important Information, Including Additional Information Related to the Participants. the Definitive Proxy Statement and an Accompanying Proxy Card Will Be Furnished to Some or All of the Companys Stockholders and Will Be, along with Other Relevant Documents, Available at No Charge on the Sec Website At http://www.sec.gov/. Information about the Participants and a Description of Their Interests by Security Holdings is Contained in the Schedule 14a Filed by Caligan with the SEC on March 29, 2019.
Caligan Partners, LP
Falcon Edge Capital, LP
Edward McCarthy / Geoffrey Weinberg / Peter Aymar
King & Co., Inc.