- Transaction expected to be accretive beginning in Q4 2023 -
- Complementary technology and solutions in immersive wireless audio -
WiSA Technologies, Inc. (Nasdaq: WISA), a developer of spatial, wireless sound technology for smart devices and next-generation home entertainment systems, has signed a non-binding letter of intent to acquire Comhear, Inc. (Comhear), a developer of AI-enabled adaptive audio technology. The transaction is expected to close in the third quarter of 2023 and be accretive in the fourth quarter of 2023.
Comhear’s proprietary adaptive filtering and beam steering system captures environmental room dynamics, processes data in real-time, and adjusts the audio output. The result is dynamic immersive audio that delivers personalized audio experiences in multiple applications, including home entertainment, gaming, retailing, and location-based entertainment. For more information visit www.comhearinc.com.
“The synergy between the two companies is compelling on many levels, with similar business models driven by audio IP, licensing and module sales,” said Brett Moyer, CEO of WiSA. “We are targeting many of the same customers yet offer complementary solutions that address different use cases, providing WiSA’s sales team with more products to sell to our customers. We are both poised to penetrate the audio market through licensing our technologies. The acquisition of Comhear enhances WiSA’s position as a leader in immersive wireless audio technology, and we expect that the combined company will be well positioned to take market share in this growing market.”
“We expect the addition of Comhear to be accretive beginning in Q4 2023. As a result, we are guiding for full year 2024 revenue in the range of $10 million to $15 million,” added Moyer.
“With the shared vision to deliver next generation immersive audio, I am thrilled to join forces with WiSA and look forward to assuming the role of Chairman of the combined companies following the acquisition,” said Andy Arno, Chairman of Comhear. “Our strategy to license and sell IP-embedded audio modules perfectly overlaps with WiSA’s business model, and our technology is a natural fit in WiSA’s ecosystem. The combined company can leverage WiSA’s many established customer relationships with new products along with additional market segments that have been the focus of Comhear.”
Terms of the Proposed Transaction
Under the proposed acquisition, WiSA would acquire all shares of Comhear common stock in exchange for newly issued shares of WiSA common stock.
The board of directors of the combined company is expected to consist of seven members, four of whom will be appointed by WiSA, including Mr. Moyer, and three of whom will be appointed by Comhear, including Mr. Arno as chairman.
The letter of intent for the proposed transaction is non-binding, and the parties expect to enter into one or more definitive agreements with respect thereto in June 2023. Completion of the transaction is subject to, among other matters, the completion of due diligence, the negotiation of definitive agreements providing for the proposed transaction, and satisfaction of various conditions to be negotiated therein and customary for transactions of the type contemplated, including, but not limited to, receipt of regulatory approvals, the provision of an audit of Comhear’s financial statements, and board of director and WiSA shareholder approvals.
The company expects to issue a proxy statement seeking shareholder approval for the proposed transaction in July 2023. However, there can be no assurance that the parties will successfully negotiate and enter into definitive agreements regarding the proposed transaction, or that the proposed transaction will be completed as currently contemplated, or at all.
About Andrew Arno
Andrew Arno has over 30 years of experience handling a wide range of corporate and financial matters, including work as an investment banker and strategic advisor to emerging growth companies. Mr. Arno served as Chairman of C.E. Unterberg, Towbin, an investment bank, and currently serves on the boards of directors of Smith Micro Software, Inc. and Independa Inc., both software companies, Oncocyte Inc., a medical diagnostics company, as well as Comhear, Inc. Mr. Arno received a BS degree from George Washington University.
About WiSA Technologies, Inc.
WiSA Technologies (Nasdaq: WISA) develops, markets, and sells spatial audio wireless technology for smart devices and next-generation home entertainment systems. Its consortium—the WiSA Association—works with leading consumer electronics companies, technology providers, retailers, and industry partners to make spatial audio an experience that everyone can enjoy. The Company is headquartered in Beaverton, OR.
Safe Harbor Statement
This press release contains forward-looking statements, which are not historical facts, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties impacting the proposed transaction, such as the inability to enter into definitive agreements with respect to the proposed transaction; the expected performance of the parties thereto; risks related to receipt of necessary regulatory and shareholder approvals; failure to realize the anticipated benefits from the transaction; the ability of the parties to satisfy various conditions to closing the proposed transaction; and other risks affecting WiSA’s business generally, including its ability to predict the timing of design wins entering production and the potential future revenue associated with WiSA’s design wins; WiSA’s rate of growth; WiSA’s ability to predict customer demand for its existing and future products and to secure adequate manufacturing capacity; consumer demand conditions affecting WiSA’s customer’s end markets; WiSA’s ability to hire, retain and motivate employees; the effects of competition, including price competition; technological, regulatory and legal developments; developments in the economy and financial markets and other risks as more fully described in WISA’s filings with the SEC, including the section titled “Risk Factors” in the preliminary and definitive proxy statement, or other document(s) that WiSA intends to file with the SEC in connection with the proposed transaction. The information in this press release is provided only as of the date of this press release, and WiSA undertakes no obligation to update any forward-looking statements contained in this press release based on new information, future events, or otherwise, except as required by law. WiSA disclaims any obligation to update these forward-looking statements.