Plantronics, Inc. (NYSE: PLT) today announced that it entered into two
separate Accelerated Share Repurchase agreements (”ASR agreements”) with
Goldman, Sachs & Co. (”Goldman”) to repurchase an aggregate of $100
million of Plantronics’ common stock under an accelerated share
repurchase program.
“In connection with the 7 million share repurchase authorization
announced on May 3, 2011, we are pursuing an accelerated pace by using
an ASR in this initial phase,” said Ken Kannappan, President & CEO.
Plantronics is scheduled to pay $100 million to Goldman on or about May
12, 2011 and will receive delivery of shares by Goldman pursuant to the
ASR agreements. A majority of the shares are scheduled to be delivered
by Goldman by May 23, 2011. The remaining shares to be repurchased will
be based generally on the daily volume-weighted average price of
Plantronics’ common stock during the term of the ASR agreements, and
under certain circumstances Goldman will not repurchase additional
shares and Plantronics will be required to make an additional payment or
deliver shares to Goldman.
To augment its financial flexibility as it executes on the 7,000,000
share authorization, on May 9, 2011, the Company entered into a credit
agreement (the “Credit Agreement”) between the Company and Wells Fargo
Bank, National Association (the “Bank”) which provides for a $100
million unsecured revolving credit facility. At the closing of the
Credit Agreement, the Company did not draw any funds under the facility
as it intends to use domestic cash on hand to make the payment to
Goldman.
Safe Harbor
This release contains forward-looking statements within the meaning of
Section 27A of the Securities Exchange Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements that the Company will repurchase $100 million of
Plantronics’ common stock under an accelerated share repurchase program;
that the Company will repurchase 7,000,000 shares; that the Company will
pay Goldman $100 million on May 9, 2011, that the Company will receive
shares from Goldman pursuant to the ASR agreements; that the majority of
shares to be repurchased will be delivered by Goldman by May 23, 2011;
that the remaining shares to be repurchased will be based generally on
the daily volume-weighted average price of Plantronics’ common stock
during the term of the ASR agreements or that the Company will request
or the Bank will agree to increase its commitment under the Credit
Agreement up to $100 million for the total facility size of up to $200
million. There are important factors that could cause actual results to
differ materially from those anticipated by any such statements. These
risks include, but are not limited to: (1) the ASR Agreements are
subject to terms and conditions that include adjustments upon the
occurrence of certain events and certain circumstances under which the
ASR Agreements may be terminated; (2) failure to achieve the anticipated
levels of cash generation due to lower sales, increased costs, higher
inventories, slow collection of accounts receivable or other factors;
(3) increases in the yield which could be obtained from alternative
investment of the funds used to repurchase stock; and (4) an increased
need for cash reserves beyond the levels presently anticipated, as well
as other matters discussed in this press release that are not purely
historical data. Plantronics does not assume any obligation to update or
revise any such forward-looking statements, whether as the result of new
developments or otherwise.
For more information concerning these and other possible risks, please
refer to the Company’s Annual Report on Form 10-K filed June 1, 2010,
quarterly reports filed on Form 10-Q and other filings with the
Securities and Exchange Commission as well as recent press releases.
These filings can be accessed over the Internet at http://www.sec.gov/edgar/searchedgar/companysearch.html.
Plantronics is a global leader in audio communications for businesses
and consumers. We have pioneered new trends in audio technology for 50
years, creating innovative products that allow people to simply
communicate. From Unified Communication solutions to Bluetooth headsets,
we deliver uncompromising quality, an ideal experience, and
extraordinary service. Plantronics is used by every company in the
Fortune 100, as well as 911 dispatch, air traffic control and the New
York Stock Exchange. For more information, please visit www.plantronics.com
or call (800) 544-4660.
Plantronics, the logo design, and Clarity are trademarks or registered
trademarks of Plantronics, Inc. The Bluetooth name and the Bluetooth
trademarks are owned by Bluetooth SIG, Inc. and are used by Plantronics,
Inc. under license. All other trademarks are the property of their
respective owners.
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INVESTOR CONTACT:
Greg Klaben, 831-458-7533
Vice President of Investor Relations
or
MEDIA CONTACT:
Russell Castronovo, 831-458-7598
Director of Global Communications