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You are cordially invited to virtually attend a special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of shareholders of Intricon Corporation (“Intricon” or the “Company”) to be held on May 24, 2022 at 8:00 a.m., Central Daylight Time. This Special Meeting will be a “virtual meeting” conducted solely online. You will be able to attend the Special Meeting online by logging in at www.virtualshareholdermeeting.com/IIN2022SM.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to (a) approve and adopt the Agreement and Plan of Merger, dated as of February 27, 2022 (as amended from time to time, the “Merger Agreement”), by and among Intricon, IIN Holding Company LLC, a Delaware limited liability company (“Parent”), and IC Merger Sub Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and (b) pursuant to the terms of the Merger Agreement, approve the merger of Merger Sub with and into Intricon, as a result of which the separate corporate existence of Merger Sub will cease, with Intricon continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Parent, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Intricon’s named executive officers (as defined in Item 402 of Regulation S-K) that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to adjourn the Special Meeting from time to time, if necessary or appropriate as determined in the discretion of the board of directors of Intricon (the “Board of Directors”), to solicit additional proxies if there are insufficient votes to approve and adopt the Merger Agreement and approve the Merger at the time of the Special Meeting (the “Adjournment Proposal”). Parent and Merger Sub are owned by funds affiliated with Altaris Capital Partners, LLC, an investment firm focused exclusively on the healthcare industry.

If the Merger is completed, you will be entitled to receive $24.25 in cash, less any applicable withholding taxes, for each share of Intricon common stock that you own.

The Board of Directors, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (1) determined that it is in the best interests of Intricon and its shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement; (2) approved, adopted and declared advisable the Merger Agreement and the execution and delivery of the Merger Agreement by Intricon, the performance by Intricon of its obligations and other agreements under the Merger Agreement, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in the Merger Agreement; (3) directed that the Merger Agreement be submitted for approval and adoption, and the Merger be submitted for approval, by the shareholders of the Company; and (4) resolved to recommend that Intricon shareholders approve and adopt the Merger Agreement and approve the Merger in accordance with the Pennsylvania Business Corporation Law of 1988, as amended. The Board of Directors unanimously recommends that you vote:

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is also attached as Annex A to the proxy statement.

The proxy statement describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to virtually attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you virtually attend the Special Meeting and vote in person, your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement and approve the Merger, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to approve and adopt the Merger Agreement and approve the Merger is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Intricon common stock, entitled to vote and virtually present in person by remote communication, or represented by proxy, at the Special Meeting.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

D.F. King & Co, Inc.

48 Wall Street, 22^nd Floor

New York, New York 10005

Banks and Brokers, Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 848-3416

Email: intricon@dfking.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

The accompanying proxy statement is dated April 25, 2022 and, together with the enclosed form of proxy card, is first being mailed on or about April 25, 2022.

 

Notice is hereby given that a special meeting of shareholders (including any adjournments or postponements thereof, the “Special Meeting”) of Intricon Corporation, a Pennsylvania corporation (“Intricon”), will be held on May 24, 2022 at 8:00 a.m., Central Daylight Time. This Special Meeting will be a “virtual meeting” conducted solely by means of remote communication. You will be able to attend the Special Meeting online by logging in at www.virtualshareholdermeeting.com/IIN2022SM. The Special Meeting is being called for the following purposes:

Only Intricon shareholders of record as of the close of business on April 12, 2022, are entitled to notice of the Special Meeting and to vote at, participate in and examine the Company’s list of shareholders at the Special Meeting.

Under Pennsylvania law, you have the right to dissent from the approval and adoption of the Merger Agreement and the approval of the Merger and to receive a payment in cash for the “fair value” of your shares of Intricon common stock as determined by an appraisal process. Any shareholder who wishes to exercise these rights must strictly comply with the procedures described in the accompanying proxy statement, which are also attached as Annex C to this proxy statement.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate.

Your vote is very important. We cannot complete the Merger unless holders of Intricon common stock approve and adopt the Merger Agreement and approve the Merger.

Whether or not you plan to virtually attend the Special Meeting in person, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). If you virtually attend the Special Meeting and vote in person, your vote will revoke any proxy that you have previously submitted. If you

hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement and approve the Merger, without your instructions. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a vote “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger, “FOR”, on an advisory (non- binding) basis, the Compensation Proposal and “FOR” the Adjournment Proposal, if necessary or appropriate.

If the Special Meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who are virtually present in person by remote communication, or represented by proxy, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the Notice of the Special Meeting of Shareholders.

Dated: April 25, 2022

WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SPECIAL MEETING IN PERSON, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to approve and adopt the Merger Agreement and approve the Merger, without your instructions.

If you are an Intricon shareholder of record, voting in person at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote in person at the Special Meeting.

If you fail to (1) return your proxy card or voting instruction form, (2) grant your proxy electronically over the internet or by telephone or (3) vote in person at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have no effect on the proposal to approve and adopt the Merger Agreement and approve the Merger, the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Intricon common stock, please contact our proxy solicitor:

D.F. King & Co, Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers, Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 848-3416

Email: intricon@dfking.com

ANNEXES

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption, “Where You Can Find More Information.”

If your shares are held through a broker, trustee or other nominee, it is likely that they are registered in the name of the nominee and you are the beneficial owner of shares held in street name. As the beneficial owner of shares held for your account, you have the right to direct the registered holder to vote your shares as you instruct. Your broker, trustee or other nominee has provided a voting instruction card for you to use in directing how your shares are to be voted. As a beneficial owner, you will need to obtain a “legal proxy” from your broker, trustee or other nominee to vote your shares online during the virtual Special Meeting. We will not be required to allow access to the Special Meeting to anyone that does not log in at www.virtualshareholdermeeting.com/IIN2022SM with valid credentials.

Once online access to the Special Meeting is open, shareholders may submit questions, if any, on www.virtualshareholdermeeting.com/IIN2022SM. You will need your unique 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. As appropriate, we may answer some questions in writing and post the answers on our website following the Special Meeting. You may vote your shares at the Special Meeting even if you have previously submitted your vote.

Our Board decided to hold the Special Meeting virtually in response to public health concerns over, large gatherings of people in order to help limit potential transmission of COVID-19. Furthermore, our experience with virtual meetings demonstrated that the goals of accessibility and shareholder participation can be well served by the virtual format.

The exchange of Intricon common stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, you will recognize gain or loss equal to the difference between (i) the aggregate Per-Share Merger Consideration you receive and (ii) the adjusted tax basis of the shares of Intricon common stock you surrender in the Merger. If you are a Non-U.S. Holder, your exchange of shares of Intricon common stock for the Per-Share Merger Consideration generally will not result in U.S. federal income tax unless you have certain connections with the United States. You should read the section entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” and consult your tax advisors regarding the U.S. federal income tax consequences of the Merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local, or non-U.S. taxing jurisdiction.

If a quorum is present at the Special Meeting, the failure of any shareholder of record to vote his or her shares at the Special Meeting by: (1) submitting a signed proxy card; (2) granting a proxy over the internet or by telephone (using the instructions provided in the enclosed proxy card); or (3) voting in person at the Special Meeting will have no effect on the proposal to approve and adopt the Merger Agreement and to approve the Merger. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have no effect on the proposal to approve and adopt the Merger Agreement and to approve the Merger. If a shareholder marks “ABSTAIN” on its properly executed proxy card or votes “ABSTAIN” at the Special Meeting, that abstention will have the same effect as if the shareholder voted “AGAINST” the proposal to approve and adopt the Merger Agreement and to approve the Merger and “AGAINST” the Compensation Proposal and the Adjournment Proposal. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy card will be voted: (1) “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate.

Under specified circumstances, Intricon will be required to pay Parent a termination fee of either $3.0 million or $4.0 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement captioned “Proposal 1: Approval and Adoption of the Merger Agreement and Approval of the Merger—Termination Fee.”

writing of such special arrangements, you will transfer the right to receive the Per-Share Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Intricon common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card).

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Intricon common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to virtually attend the Special Meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the Special Meeting unless you obtain a “legal proxy” from your bank, broker or other nominee.

A 16-digit control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of Intricon common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the internet or by telephone, you may incur costs such as internet access and telephone charges for which you will be responsible.

Even if you plan to virtually attend the Special Meeting in person, you are strongly encouraged to vote your shares of Intricon common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of Intricon common stock virtually in person at the Special Meeting even if you have previously voted by proxy. If you are virtually present at the Special Meeting and vote in person, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the internet or by telephone. To vote on the internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

If you hold your shares of Intricon common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the approval and adoption of the Merger Agreement and approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

D.F. King & Co, Inc.

48 Wall Street, 22^nd Floor

New York, New York 10005

Banks and Brokers, Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 848-3416

Email: intricon@dfking.com

This proxy statement, and any documents to which Intricon refers to in this proxy statement, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent Intricon’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of Intricon for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words “may”, “will”, “believe”, “anticipate”, “expect”, “should”, “optimistic”, “continue”, “estimate”, “intend”, “plan”, “would”, “could”, “guidance”, “potential”, “opportunity”, “project”, “forecast”, “confident”, “projections”, “scheduled”, “designed”, “seek”, “future”, “discussion”, “if” or the negative thereof or other variations thereof, are forward-looking statements (as such term is defined in Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, and the regulations thereunder), which are intended to be covered by the safe harbors created thereby. Shareholders are cautioned that any forward-looking statements are not guarantees of future performance and may be affected by various risks, uncertainties and other factors that can cause actual results and developments to be materially different from those expressed or implied by such forward-looking statements.

These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filing on Form 10-K, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including: (i) the information contained under this caption; and (ii) the information contained under the caption “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filing on Form 10-K and other SEC filings. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Shareholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

We will hold the Special Meeting on May 24, 2022 at 8:00 a.m., Central Daylight Time. This Special Meeting will be a “virtual meeting” conducted solely online. You will be able to attend the Special Meeting online by logging in at www.virtualshareholdermeeting.com/IIN2022SM.

At the Special Meeting, we will ask shareholders to vote on proposals to: (1) approve and adopt the Merger Agreement and approve the Merger; (2) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (3) approve the Adjournment Proposal, if necessary or appropriate.

Only shareholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. As of the Record Date, there were 9,279,569 shares of Intricon common stock outstanding and entitled to vote at the Special Meeting.

The holders of a majority of the outstanding shares of Intricon common stock, virtually present in person by remote communication, or represented by proxy, will constitute a quorum at the Special Meeting. All shares of Intricon common stock virtually present in person by remote communication, or represented by proxy (including “broker non-votes”, if any) and entitled to vote at the Special Meeting, no matter how they are voted or whether they abstain from voting, will be counted in determining the presence of a quorum.

In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies. If the Special Meeting is adjourned for one or more periods aggregating at least 15 days because of the absence of a quorum, those shareholders entitled to vote who are virtually present in person by remote communication, or represented by proxy, if less than a quorum as determined under applicable law, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forth in the Notice of the Special Meeting of Shareholders.

The audio webcast of the Special Meeting will begin promptly at 8:00 a.m., Central Daylight Time. Online access to the audio webcast will open approximately fifteen minutes prior to the start of the Special Meeting to allow time for you to log in and test your computer audio system. We encourage you to access the meeting prior to the start time.

As the Special Meeting is being conducted via an audio webcast, there is no physical meeting location. To attend the Special Meeting, log in at www.virtualshareholdermeeting.com/IIN2022SM. You will need your unique 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts. If you encounter any technical difficulties accessing the virtual meeting, a toll-free number will be available to assist.

Once online access to the Special Meeting is open, shareholders may submit questions, if any, on www.virtualshareholdermeeting.com/IIN2022SM. You will need your unique 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. As appropriate, we may answer some questions in writing and post the answers on our website following the Special Meeting. You may vote your shares at the Special Meeting even if you have previously submitted your vote.

The affirmative vote of the holders of at least a majority of the outstanding shares of Intricon common stock, entitled to vote and virtually present in person by remote communication, or represented by proxy, at the Special Meeting, is required to approve and adopt the Merger Agreement and approve the Merger. Approval and adoption of the Merger Agreement and approval of the Merger by shareholders is a condition to the closing of the Merger.

The affirmative vote of the holders of at least a majority of the outstanding shares of Intricon common stock, virtually present in person by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the subject matter is also required for approval of each of the Compensation Proposal and the Adjournment Proposal.

If a shareholder marks “ABSTAIN” on its properly executed proxy card or votes “ABSTAIN” at the Special Meeting, that abstention will have the same effect as if the shareholder voted “AGAINST” the proposal to approve and adopt the Merger Agreement and to approve the Merger and “AGAINST” the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” (if any) will have no effect on the proposal to approve and adopt the Merger Agreement and to approve the Merger, as well as on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Intricon does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas each of the proposals to be presented at the Intricon Special Meeting is considered non-routine. As a result, no broker will be permitted to vote your shares of Intricon common stock at the Special Meeting without receiving instructions. If a quorum is present at the Special Meeting, the failure to instruct your broker on how to vote your shares will have no effect on the proposal to approve and adopt the Merger Agreement and to approve the Merger.

As of the Record Date, our current directors and executive officers owned and were entitled to vote, in the aggregate, 620,922 shares of Intricon common stock, representing approximately 6.7% of the shares of Intricon common stock outstanding as of the Record Date, including 127,836 shares of Intricon common stock, in the aggregate, representing approximately 1.4% of the shares of Intricon common stock outstanding as of the Record Date, owned and entitled to be voted by the Rollover Shareholders and subject to the Rollover Agreement.

Our directors and executive officers, including the Rollover Shareholders, have informed us that they currently intend to vote all of their respective shares of Intricon common stock: (1) “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If your shares are registered in your name with our transfer agent, Broadridge, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote in person at the Special Meeting. Additionally, you may grant a proxy electronically on the internet or by telephone (using the instructions provided in the enclosed proxy card). You must have the enclosed proxy card available and follow the instructions on the proxy card in order to grant a proxy electronically on the internet or by telephone. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to virtually attend the Special Meeting and wish to vote in person, a ballot will be available online at the Special Meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to virtually attend the Special Meeting in person. If you attend the Special Meeting and vote in person, your vote will revoke any previously submitted proxy.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the shareholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting virtually and voting in person with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the internet or telephone through your bank, broker or other

nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the internet or telephone through your bank, broker or other nominee, if possible, or do not virtually attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, it will have no effect on the proposal to approve and adopt the Merger Agreement and approve the Merger, the Compensation Proposal or the Adjournment Proposal.

If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote in person or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of Intricon common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote in person at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow shareholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned, postponed or delayed.

The Board of Directors has unanimously: (1) determined that it is in the best interests of Intricon and its shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger on substantially the terms and subject to the conditions set forth in the Merger Agreement; (2) approved, adopted and declared advisable the Merger Agreement and the execution and delivery of the Merger Agreement by Intricon, the performance by Intricon of its obligations and other agreements under the Merger Agreement, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, on substantially the terms and conditions set forth in the Merger Agreement; (3) directed that the Merger Agreement be submitted for approval and adoption, and that the Merger be submitted for approval, by the shareholders of the Company; and (4) resolved to recommend that Intricon shareholders approve and adopt the Merger Agreement and approve the Merger in accordance with the PBCL. The Board of Directors unanimously recommends that you vote: (1) “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate.

The expense of soliciting proxies will be borne by Intricon. We have retained D.F. King & Co, Inc. (“D.F. King”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $12,500 plus expenses. We will also indemnify D.F. King against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the internet or other means of communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including the approval by shareholders of the proposal to approve and adopt the Merger Agreement and to approve the Merger, we anticipate that the Merger will be consummated promptly following the approval and adoption of the Merger Agreement and approval of the Merger at the Special Meeting.

Under Pennsylvania law, Intricon shareholders have the right to dissent from the approval and adoption of the Merger Agreement and the approval of the Merger and to receive a payment in cash for the “fair value” of their shares of Intricon common stock (other than Rollover Shares) as determined by an appraisal process. This value may be more or less than the value you would receive in the Merger if you do not dissent. To perfect your dissenters’ rights, you must follow precisely the required statutory procedures. See “Dissenters’ Rights in the Merger” beginning on page 51 as well as the full text of Sections 1571 through 1580 of the PBCL, which are attached to this proxy statement as Annex C.

If the Merger is completed, the shares of Intricon common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of Intricon common stock will no longer be publicly traded.

At this time, we know of no other matters to be voted on at the Special Meeting. If any other matters properly come before the Special Meeting, your shares of Intricon common stock will be voted in accordance with the discretion of the appointed proxy holders.

The proxy statement is available at https://investorrelations.intricon.com by clicking on the link titled “SEC Filings”.

In order to reduce printing costs and postage fees, we have adopted the process called “householding” for mailing this proxy statement to “street name holders,” which refers to shareholders whose shares are held in a stock brokerage account or by a bank or other nominee. This means that street name holders who share the same last name and address will receive only one copy of this proxy statement, unless we receive contrary instructions from a street name holder at that address. We will continue to mail a proxy card to each shareholder of record who requests it.

If you hold your shares of Intricon common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote.

We will promptly deliver separate copies of this proxy statement upon written or oral request. If you prefer to receive multiple copies of this proxy statement at the same address, you may obtain additional copies by writing to Intricon Corporation, Attention: Chief Financial Officer, 1260 Red Fox Road, Arden Hills, Minnesota 55112. Eligible shareholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner.

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Intricon common stock, please contact our proxy solicitor:

D.F. King & Co, Inc.

48 Wall Street, 22^nd Floor

New York, New York 10005

Banks and Brokers, Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 848-3416

Email: intricon@dfking.com

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Intricon Corporation

Intricon is an international company and joint development manufacturer of micromedical components, sub-assemblies and final devices. Intricon serves as a JDM partner to leading medical device original equipment manufacturers by designing, developing, engineering, manufacturing, packaging and distributing micromedical devices, components and subassemblies for high-growth medical markets, such as diabetes, peripheral vascular, interventional pulmonology, electrophysiology and hearing healthcare. Intricon’s mission is to improve, extend and save lives by advancing innovative micromedical technologies through joint development and manufacturing partnerships with industry leading medical device companies. Intricon common stock is listed on Nasdaq under the symbol “IIN.”

IIN Holding Company LLC

Parent was formed on February 23, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

IC Merger Sub Inc.

Merger Sub is a wholly owned subsidiary of Parent and was formed on February 22, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement.

Parent and Merger Sub are affiliates of the Altaris Funds, managed by Altaris. Altaris is an investment firm focused exclusively on the healthcare industry. At the Effective Time, Intricon, as the Surviving Corporation, will be indirectly owned by the Altaris Funds.

In connection with the transactions contemplated by the Merger Agreement, the Altaris Funds have provided Parent with an equity commitment which is sufficient to fund, together with cash on hand at Intricon, the aggregate purchase price required to be paid at the closing of the Merger, including the cash consideration required to be paid in connection with the Company Options and Company RSUs, as well as certain fees and expenses to be paid at the closing of the Merger, subject to the terms and conditions of the Merger Agreement. For more information, please see the section of this proxy statement captioned “—Financing of the Merger.”

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Intricon and the separate corporate existence of Merger Sub will cease, with Intricon continuing as the Surviving Corporation. As a result of the Merger, Intricon will become a wholly owned subsidiary of Parent, and Intricon common stock will no longer be publicly traded and will be delisted from Nasdaq. In addition, Intricon common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a statement of merger with the Department of State of the Commonwealth of Pennsylvania (or at such later time as we, Parent and Merger Sub may agree and specify in the statement of merger).

If the Merger Agreement is not approved and adopted by shareholders and the Merger is not approved by shareholders, or if the Merger is not completed for any other reason:

At the Effective Time, and without any action required by any shareholder, each share of Intricon common stock (other than (i) Rollover Shares, (ii)  Dissenters Shares, (iii) shares of Intricon common stock held by Intricon as treasury stock and (iv) any shares of Intricon common stock owned by any subsidiary of Intricon, or owned by Parent (including any Rollover Shares), Merger Sub or any other subsidiary of Parent) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished, and automatically converted into the right to receive an amount in cash equal to the Per-Share Merger Consideration, less any applicable withholding of taxes.

Prior to the Effective Time, Parent will deposit with the Paying Agent an amount of cash sufficient to pay the aggregate consideration for all shares of Intricon common stock owned by Intricon shareholders (other than Rollover Shareholders) (it being understood that the Parent may elect to use the available unrestricted cash of Intricon and its subsidiaries to fund a portion of such payment). For more information, please see the section of this proxy statement captioned “Proposal 1: Approval and Adoption of the Merger Agreement and Approval of the Merger—Exchange and Payment Procedures.”

After the Merger is completed, an Intricon shareholder (other than a Rollover Shareholder) will have the right to receive the Per-Share Merger Consideration in respect of each share of Intricon common stock that such shareholder owns (less any applicable withholding of taxes), but such person or entity will no longer have any rights as a shareholder.

The Board of Directors, with Intricon’s senior management, regularly and in the ordinary course of business, reviews and assesses Intricon’s long-term strategy, financial performance and operations in light of developments in Intricon’s business and overall developments in the industry in which it operates, taking into account the overall performance

of the market and the medical device industry generally. As part of this ongoing review and assessment, the Board of Directors considers various alternatives to the Company’s long-term strategy, including alternatives involving possible strategic acquisitions to expand the markets and service offerings that the Company provides, alternatives involving possible organic expansion into new markets and service offerings that the Company provides, and alternatives involving possible strategic transactions and partnerships with third parties. The Company regularly engages with its shareholders and other stakeholders, and its advisors, to discuss and to solicit feedback on their views and perspectives of the Company’s long-term business plan, strategic opportunities and value.

As part of this process, Mr. Scott Longval, President and CEO of the Company, regularly met with potential business partners, institutional investors, investment bankers, investment funds, including representatives of Altaris, and other potential investors to further promote the Company’s interests.

On September 20, 2021, representatives of Altaris and Mr. Longval and Mr. Philip I. Smith, Chairman of the Board of Directors, participated in an introductory meeting. During that meeting, there were no specific conversations concerning a potential transaction.

On November 29, 2021, representatives of Altaris and Mr. Longval met. At that time, general, high-level discussions took place about Altaris’ views on the benefits associated with the Company becoming a private company. A follow-up call regarding those discussions took place between representatives of Altaris and Mr. Longval on December 16, 2021.

Between December 6, 2021 and December 14, 2021, Mr. Longval telephoned each of the directors to advise them of Altaris’ interest in the Company.

On December 20, 2021, Altaris submitted an unsolicited, non-binding proposal addressed to the Board of Directors by email to Mr. Longval to acquire the Company for cash in the range of $19.00 to $20.00 per share of outstanding common stock of the Company. The closing market price per share of the Company’s common stock during the month of December 2021 ranged from $14.45 to $16.99. The Altaris proposal was subject to various conditions, including the completion of due diligence, and noted that Altaris’ interest in the Company was based in part on Altaris’ significant experience investing in the medical device supply chain. The Altaris proposal noted that the full consideration would be financed with equity from Altaris funds, and that the transaction would not be subject to a financing condition.

On December 21, 2021, representatives of Altaris and Mr. Longval held a call to review the details of the unsolicited, non-binding proposal.

Mr. Longval forwarded the proposal to the Board of Directors on December 21, 2021 for discussion at a previously scheduled virtual meeting of the Board of Directors that day to review the fourth quarter business update and forecast and preliminary 2022 annual operating plan, copies of which were provided to the Board of Directors in advance of the meeting. The Board of Directors discussed the proposal at length and the then current prospects for Intricon’s business and determined that the proposal was not acceptable at that price range, but authorized Mr. Longval to continue discussions with Altaris and provide confidential information to Altaris for the purpose of improving their offer subject to a non-disclosure agreement. The Board of Directors also discussed whether it was the appropriate time to engage a financial advisor, including potential firms to engage, and decided to contact Piper Sandler to inquire about a possible engagement due to, among other things, Piper Sandler’s extensive experience in the Company’s industry, its qualifications and deep expertise in the matters that were to be considered by the Board of Directors, and prior interaction between a member of management and certain representatives of Piper Sandler, who were familiar with the Company.

On December 23, 2021, Mr. Longval spoke with representatives of Altaris and told them that the Board of Directors had rejected their non-binding proposal as too low on value, but would be willing to provide confidential information subject to a non-disclosure agreement and consider a higher price per share offer. On December 23, 2021, the Company provided Altaris with a draft non-disclosure agreement. Between December 23, 2021 and December 29, 2021, the Company and Altaris negotiated the terms of the non-disclosure agreement. On December 29, 2021, the Company and Altaris executed the agreement, which included a customary standstill provision binding on Altaris that would terminate if, among other things, the Company entered into an agreement providing for a change of control transaction with a third party.

On December 30, 2021, the Company began sharing confidential information with Altaris in connection with a potential transaction, consisting of an update to 2021 financial performance, the preliminary 2022 annual operating plan and the preliminary five-year strategic plan, among other information.

On December 30, 2021, January 4, 2022, and January 7, 2022, representatives of Altaris spoke with Mr. Longval and Ms. Annalee Lutgen, interim CFO, and discussed the information that had been provided to Altaris by the Company.

On January 13, 2022, Altaris submitted a revised non-binding proposal addressed to the Board of Directors by email to Mr. Longval to acquire the Company for cash in the amount of $23.50 per share of outstanding common stock of the Company, subject to various conditions.

On January 14, 2022, the Company sent a response letter via email to Altaris declining the revised proposal, stating that it did not meet the Board of Directors’ valuation expectations. The Company based its rejection on the views of the Board of Directors that were expressed at the December 21, 2021 meeting, confirmed in a call with Mr. Smith on January 13, 2022.

Between January 15, 2022 and January 17, 2022, Mr. Longval had calls with individual directors to discuss the revised proposal, the process and value expectations.

On January 17, 2022, the Company and Piper Sandler entered into a non-disclosure agreement in connection with the possible engagement of Piper Sandler as financial advisor to the Company in respect of any potential transaction. On that day, the Company also scheduled a Board of Directors meeting to be held on January 20, 2022 with representatives of Piper Sandler to participate and discuss the possible engagement of Piper Sandler as the Company’s financial advisor in connection with any potential transaction.

On January 17, 2022, Altaris submitted a further revised non-binding proposal addressed to the Board of Directors by email to Mr. Longval to acquire the Company for cash in the amount of $24.25 per share of outstanding common stock of the Company, subject again to various conditions.

On January 18, 2022, Mr. Longval sent an email to representatives of Altaris acknowledging receipt of the further revised proposal and conveying that a response would be provided after the further revised proposal was reviewed and discussed with the Board of Directors.

The Board of Directors held a virtual meeting on January 20, 2022, at which Mr. Longval summarized the status of the discussions with Altaris, including the January 17, 2022 further revised proposal. The Board of Directors also discussed the proposed engagement of Piper Sandler as the Company’s financial advisor in evaluating potential transactions, including the revised proposal from Altaris. Representatives of Piper Sandler joined the meeting and made a presentation to the Board of Directors, a copy of which was provided to the Board of Directors in advance of the meeting, which addressed Piper Sandler’s expertise, an analysis of the Company’s stock prices over the last two years and current ownership, a preliminary valuation analysis, an overview of Altaris, a process overview (including use of a post-signing “go-shop”) and a review of potential buyers. Representatives of Piper Sandler disclosed certain previously provided financial advisory services to an entity affiliated with Parent as more fully described below under “—Opinion of Piper Sandler & Co.” Representatives of Piper Sandler also provided Piper Sandler’s fee proposal and an analysis of sell-side financial advisor fees for comparable transactions. Following Piper Sandler’s presentation, the Board of Directors approved the engagement of Piper Sandler and authorized Mr. Longval to negotiate the terms of the engagement letter.

During the period between January 21, 2022 and January 31, 2022, representatives of Piper Sandler, the Company and Blank Rome LLP, the Company’s outside legal counsel (“Blank Rome”), negotiated the terms of the proposed engagement letter with Piper Sandler. The engagement letter was signed on January 31, 2022.

On January 24, 2022, representatives of Piper Sandler contacted representatives of Altaris. Piper Sandler requested that Altaris increase its offer. Representatives of Altaris declined to do so, noting that Altaris had already increased its offer substantially from its initial offer but reiterating Altaris’ interest in a potential transaction.

Following earlier indications by Altaris that it would like to continue discussions with the Company with respect to a proposed transaction on an exclusive basis, on January 28, 2022, representatives of Altaris sent to Piper Sandler a draft exclusivity agreement between the Company and Altaris, which representatives of Piper Sandler forwarded to the Company that same day. The draft exclusivity agreement provided for a 30-day period during which Altaris and the Company would negotiate, on an exclusive basis, the terms of a merger agreement. Representatives of the Company and Blank Rome proposed revisions to the terms of the exclusivity agreement with representatives of

Altaris to provide, among other things, that the exclusivity period would end on February 28, 2022, and that the Company could terminate the exclusivity period at any earlier time in the event that the Company received a proposal for an alternative acquisition transaction which the Board of Directors determined was a superior proposal to the proposal made by Altaris in its January 17, 2022 letter unless Altaris provided written confirmation that it matched such superior proposal within 48 hours after the Company provided written notice of such superior proposal to Altaris. The exclusivity agreement, as so revised, was approved by the Board of Directors via email and signed by the parties on February 1, 2022.

On January 31, 2022, Altaris received access to a virtual data room launched by Piper Sandler (on behalf of Intricon) in connection with a potential transaction. Thereafter, Altaris, with the assistance of its advisors (including its outside legal counsel, ArentFox Schiff LLP (“ArentFox Schiff”)), conducted additional due diligence on the Company, including through telephone calls with the Company’s management, counsel and other advisors.

On February 7, 2022, representatives of Altaris attended in-person site visits and a management presentation at the Company’s Arden Hills, Minnesota headquarters.

On February 8, 2022, representatives of Altaris and Intricon conducted follow up diligence discussions in the morning, and were joined in the afternoon by certain representatives of Deloitte & Touche LLP, the Company’s independent auditor (“Deloitte”), and of Piper Sandler, for an in-person financial diligence session hosted by Intricon.

On February 15, 2022, representatives of ArentFox Schiff provided representatives of Blank Rome initial drafts of a merger agreement, an equity commitment letter and a limited guarantee. The draft merger agreement contemplated, among other things, (i) a 30-day “go-shop” period following the execution of the definitive agreement for Intricon to solicit and consider Superior Proposals, as defined, with a related termination fee of 3% of the Company’s equity value (approximately $7.23 million) if an agreement for a Superior Proposal was signed before the end of the “go-shop” period; (ii) a termination fee payable by Intricon of 4.5% of the Company’s equity value (approximately $10.845 million) for a Superior Proposal accepted after the end of the “go-shop” period or under certain other circumstances; and (iii) a termination fee payable by Parent equal to 5.0% of the Company’s equity value (approximately $12.05 million) if it failed to consummate the transactions under certain circumstances (a “reverse termination fee”).

On February 21, 2022, representatives of Blank Rome sent representatives of ArentFox Schiff a revised draft of the merger agreement. The revised draft merger agreement contained certain material revisions compared to the initial draft merger agreement, including, without limitation, the following: (i) that the length of the “go-shop” period and the amounts of the termination fees and reverse termination fees were to be discussed; (ii) an added definition of “Excluded Party” such that any offer by a party during the “go-shop” period that the Board of Directors determined to be, or that it determined would reasonably be expected to lead to, a Superior Proposal would enable the Board of Directors to continue to negotiate with such party (defined as an “Excluded Party”) after the end of the “go-shop” period and would (if the merger agreement were terminated to pursue such offer) trigger the lower termination fee rather than the termination fee that would be applicable to other parties; and (iii) an express acknowledgement that there was no financing contingency of any kind with respect to any of Parent’s or Merger Sub’s obligations under the merger agreement.

On February 22, 2022, representatives of Blank Rome sent representatives of ArentFox Schiff revised drafts of the equity commitment letter and limited guarantee and on February 23, 2022, representatives of Blank Rome sent representatives of ArentFox Schiff an initial draft of the disclosure schedules to the merger agreement.

On February 23, 2022, representatives of Piper Sandler proposed the following to Altaris regarding the “go-shop” provisions: (i) a reduced termination fee of $2.0 million for a Superior Proposal accepted prior to the end of the “go-shop” period (approximately 0.8% of equity value); (ii) a reduced termination fee of $3.5 million (approximately 1.5% of equity value) for a Superior Proposal accepted after the end of the “go-shop” period or under certain other circumstances; (iii) lengthening the “go-shop” period to 45 days; and (iv) providing Altaris with three matching rights.

On February 23, 2022, representatives of ArentFox Schiff provided representatives of Blank Rome revised drafts of the merger agreement, equity commitment letter and limited guarantee. The revised draft of the merger agreement contained, among other revisions: (i) a proposed 35-day “go-shop” period but without the “Excluded Party” concept; (ii) a proposed $4.0 million termination fee (approximately 1.7% of equity value) for a Superior Proposal accepted

after the end of the “go-shop” period or under certain other circumstances; (iii) a proposed $3.0 million termination fee (approximately 1.2% of equity value) for a Superior Proposal accepted prior to the end of the “go-shop” period; and (iv) a proposed $4.25 million reverse termination fee (approximately 1.8% of equity value).

Between February 24, 2022 and February 26, 2022, representatives of Blank Rome and ArentFox Schiff discussed various open points in the merger agreement, the disclosure schedules and the ancillary documents.

On February 26, 2022, representatives of Blank Rome sent representatives of ArentFox Schiff a revised draft of the merger agreement. The revised draft merger agreement contained, among other revisions: (i) the re-addition of the “Excluded Party” concept which provided that the “go-shop” period would continue until the 45^th day after the signing of the merger agreement with respect to a party that submitted an Acquisition Proposal during the 35-day “go-shop” period that the Board of Directors determined to be, or that it determined would reasonably be expected to lead to, a Superior Proposal, and would result in the lower $3.0 million termination fee if the merger agreement was terminated, and a definitive agreement was signed, with such Excluded Party on or prior to such 45^th day; (ii) a reverse termination fee of $6.0 million; and (iii) the addition of provisions giving certain members of management the right to agree, between the signing of the merger agreement and the Closing Date, to “roll over” a portion of their shares of the Company into equity of an affiliate of Parent immediately prior to the Merger.

On February 26, 2022, the parties and their respective advisors worked to finalize the definitive transaction documents, with all remaining open points having been substantially resolved by the afternoon of February 27, 2022.

On February 27, 2022, the Board of Directors met virtually with senior management, representatives of Piper Sandler and representatives of Blank Rome. Representatives of Blank Rome advised the Board of Directors regarding its fiduciary duties in connection with the proposed transaction. Representatives of Blank Rome and Piper Sandler reviewed the material legal and financial terms of the merger agreement, the equity commitment letter and the guarantee with the Board of Directors, including the operation of the “go-shop” provisions, and responded to questions of the directors. Representatives of Piper Sandler provided Piper Sandler’s financial analyses of the Altaris $24.25 per share proposal, a copy of which analyses were provided to the Board of Directors in advance of the meeting. Representatives of Blank Rome also reviewed a forum selection bylaw amendment to be proposed for adoption by the Board of Directors in connection with the signing of the definitive merger agreement with Altaris. Representatives of Piper Sandler then rendered Piper Sandler’s oral opinion to the Board of Directors (which was subsequently confirmed in writing by delivery of its written opinion, dated February 27, 2022), to the effect that, as of such date, and based upon and subject to the various assumptions and limitations set forth in its written opinion, the $24.25 per share merger consideration to be paid to the holders of Intricon common stock in the proposed Merger was fair, from a financial point of view, to such holders. For more information about Piper Sandler’s opinion, see below under the caption “The Merger—Opinion of Piper Sandler & Co.” The Board of Directors continued to discuss the potential transaction with Altaris and the reasons that the Board of Directors believed that it was in the best interests of Intricon and its shareholders to enter into the merger agreement with Altaris and consummate the Merger upon the terms and subject to the conditions set forth in the merger agreement. For more information concerning the recommendation of the Board of Directors, see the section titled “The Merger Agreement-Reasons for the Merger”. Because Messrs. Longval and Smith were asked by Altaris to serve as members, and Mr. Smith was asked by Altaris to serve as Chairman, of the Board of Managers of IIN Holdings, an affiliate of Parent, and because Messrs. Longval, Gorder and Smith had the opportunity to participate in the rollover of a portion of their shares into equity of an affiliate of Parent (see below under the caption “—Interests of Intricon’s Directors and Executive Officers in the Merger—Rollover Agreement”), such directors recused themselves from the meeting and the remaining directors, consisting of Ms. Pepski, Ms. Rider, Mr. Giordano and Mr. Huggenberger, referred to as the “independent directors,” met in executive session with representatives of Piper Sandler and representatives of Blank Rome. Representatives of Piper Sandler and representatives of Blank Rome responded to questions of the independent directors. Following such discussion, the independent directors unanimously (i) determined that the merger agreement, the Merger and the other transactions contemplated by the merger agreement were advisable and in the best interests of the Company and the shareholders of the Company; (ii) approved the merger agreement and the guarantee and the transactions contemplated thereby (including, without limitation, the Merger); and (iii) resolved to recommend to the Board of Directors that it approve the merger agreement and the guarantee and the transactions contemplated thereby (including, without limitation, the Merger) and that the Board of Directors recommend that the shareholders of the Company approve and adopt the merger agreement and approve the Merger. The independent directors also discussed the establishment of a special committee of independent directors to address other acquisition proposals received during the “go-shop” period. Following this, Messrs. Longval, Gorder and Smith rejoined the

meeting and were informed by the independent directors of their approval of the merger agreement and the guarantee, their recommendations to the Board of Directors and their desire to form a special committee to address acquisition proposals received during the “go-shop” period. After further discussion, the Board of Directors unanimously (i) determined that the merger agreement, the Merger and the other transactions contemplated by the merger agreement were advisable and in the best interests of the Company and the shareholders of the Company; (ii) approved the merger agreement and the guarantee and the transactions contemplated thereby (including, without limitation, the Merger); (iii) resolved to recommend that the shareholders of the Company approve and adopt the merger agreement and approve the Merger; and (iv) established a special committee of the Board of Directors, consisting of Ms. Pepski, Ms. Rider, Mr. Giordano and Mr. Huggenberger, to work with Piper Sandler to solicit other acquisition proposals during the “go-shop” period, evaluate and review any other acquisition proposals, negotiate the terms of any other acquisition proposals, and recommend action to the full Board of Directors with respect to any other acquisition proposals. The Board of Directors also unanimously approved the forum selection bylaw amendment.

Later that evening, the parties executed the merger agreement, the equity commitment letter and the guarantee. At the time of the execution of the merger agreement, Altaris had not discussed with Intricon or its management the terms of any post-closing employment or equity participation for Intricon management.

On the following morning of February 28, 2022, before the opening of the stock market, Intricon issued a press release announcing the execution of the merger agreement.

The special committee met virtually with representatives of Piper Sandler and Blank Rome on March 6, 2022, March 13, 2022, March 20, 2022, March 27, 2022 and April 2, 2022 to be briefed by representatives of Piper Sandler on the status of their efforts to solicit other acquisition proposals. Other directors and Ms. Lutgen also attended these meetings but were asked to leave the meeting after the briefing to permit the special committee to meet in executive session with representatives of Piper Sandler and Blank Rome.

Since the execution of the merger agreement, in connection with the “go-shop” period provided for in the merger agreement (which expired at 11:59 p.m. Eastern Time on April 3, 2022), at the direction of the special committee, representatives of Piper Sandler communicated with 30 additional parties to gauge such parties’ interest in submitting an Acquisition Proposal. Of those 30 parties, ten were strategic acquirors, ten were portfolio companies of financial sponsors and ten were financial sponsors. Intricon executed confidentiality agreements with ten of the parties, all of whom received a management presentation slide deck and seven of whom requested and received a virtual meeting with members of senior management. None of the parties contacted made an Acquisition Proposal.

The Board of Directors has unanimously: (1) determined that it is in the best interests of Intricon and its shareholders, and declared it advisable, to enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement; (2) approved, adopted and declared advisable the Merger Agreement and the execution and delivery of the Merger Agreement by Intricon, the performance by Intricon of its obligations and other agreements under the Merger Agreement, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, on the terms and subject to the conditions set forth in the Merger Agreement; (3) directed that the Merger Agreement be submitted for approval and adoption, and that the Merger be submitted for approval, by the shareholders of the Company; and (4) resolved to recommend that Intricon shareholders approve and adopt the Merger Agreement and approve the Merger in accordance with the PBCL. The Board of Directors unanimously recommends that you vote: (1) “FOR” the approval and adoption of the Merger Agreement and the approval of the Merger; (2) “FOR”, on an advisory (non-binding) basis, the Compensation Proposal; and (3) “FOR” the Adjournment Proposal, if necessary or appropriate.

In the course of reaching its determination and recommendation, the Board of Directors consulted with Intricon management, Blank Rome LLP, its outside legal advisor, and Piper Sandler, the Company’s financial advisor. The Board of Directors considered a number of factors, including those below (which are not listed in any relative order of importance), all of which it viewed as generally supporting its (i) approval of the execution and delivery of the Merger Agreement by Intricon, the performance by Intricon of its covenants and other obligations under the Merger Agreement, and the consummation of the Merger on the terms and subject to the conditions set forth in the Merger Agreement; and (ii) resolution to recommend that Intricon shareholders approve and adopt the Merger Agreement and approve the Merger in accordance with the PBCL:

The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which factors are not necessarily presented in order of relative importance):

The foregoing discussion of reasons for the recommendation to approve and adopt the Merger Agreement and approve the Merger and the transactions contemplated thereby is not meant to be exhaustive but addresses the material information and factors considered by the Board of Directors in consideration of its recommendation. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. Rather, in considering the information and factors described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to such factors. The Board of Directors based its unanimous recommendation on the totality of the information presented. The explanation of the factors and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

On February 27, 2022, Piper Sandler rendered its oral opinion to the Board of Directors (which was subsequently confirmed in writing by delivery of Piper Sandler’s written opinion, dated the same date) to the effect that, as of February 27, 2022, and based upon and subject to the various assumptions and limitations set forth therein, the Per-Share Merger Consideration was fair, from a financial point of view, to the holders of Intricon common stock.

The full text of the Piper Sandler written opinion dated February 27, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Piper Sandler in rendering its opinion, is attached as Annex B to this proxy statement. The Piper Sandler opinion addresses only the fairness, from a financial point of view, to the holders of Intricon common stock, of the Per-Share Merger Consideration. Piper Sandler’s opinion was directed to the Board of Directors in connection with its consideration of the Merger and was not intended to be, and does not constitute, a recommendation to any Intricon shareholder as to how such shareholder should act or vote with respect to the Merger or any other matter. Piper Sandler’s opinion was approved for issuance by the Piper Sandler opinion committee.

In connection with rendering the opinion described above and performing its related financial analyses, Piper Sandler, among other things:

In addition, Piper Sandler conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Sandler deemed necessary in arriving at its opinion.

The following is a summary of the material financial analyses performed by Piper Sandler in connection with the preparation of its fairness opinion and reviewed with the Board of Directors at a meeting held on February 27, 2022.

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Piper Sandler. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as any indication of the relative importance or weight given to these analyses by Piper Sandler or the Board of Directors. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before February 25, 2022, and is not necessarily indicative of current market conditions.

Unless the context indicates otherwise, for purposes of the financial analyses described below, Piper Sandler calculated enterprise value (“EV”) for each company (defined as the relevant company’s common equity value, plus book value of preferred stock, plus fair value of contingent consideration, plus debt, plus capital leases, less cash and cash equivalents, less investments in partnerships, and less short and long term investments (“net debt”), plus, where applicable, book value of non-controlling interests), including (a) EV for each publicly traded company, based on (I) the market value of the relevant company’s diluted common equity, using closing stock prices on February 25, 2022 and (II) the relevant company’s net debt as of such company’s most recently reported quarter end, (b) EV for each target business included in the merger and acquisition (“M&A”) transactions, based on (I) the implied value of the relevant target company’s common equity using the implied purchase price paid for such target company’s common equity in the relevant M&A transaction and the relevant target company’s net debt as of such target company’s most recently reported quarter end immediately prior to announcement of the relevant M&A transaction (in the case of M&A transactions involving the acquisition of public companies) or otherwise (II) the publicly announced EV for the target business at the time of announcement of the relevant M&A transaction and (c) implied per share value for the Company based on (I) diluted shares, calculated using the treasury stock method, of Intricon common stock (including options and restricted stock units) as of February 25, 2022, and (II) net debt as of December 31, 2021. Additionally, references to “EBITDA” are references to earnings before interest, tax, depreciation and amortization, adjusted for stock-based compensation and (i) in the case of the Company, includes adjustments for change in fair value of contingent consideration, acquisition related expenses, impairment loss, other operating expenses, executive transition expenses, system assessment fees and certain legal expenses and (ii) in the case of companies other than the Company, includes other non-recurring items, as applicable.

Piper Sandler reviewed, among other things, historical 2021 financial information for the Company, as well as projected financial data for the Company prepared by Intricon management for the year ending December 31, 2022, and compared such data to corresponding historical financial information and Wall Street consensus research estimates (“Consensus Estimates”) for the public companies that Piper Sandler considered to be in the medical manufacturing industry.

Piper Sandler selected the following companies:

For this selected medical manufacturing public companies analysis, Piper Sandler compared, among other things, the implied EV/EBITDA multiple for each of 2021 and 2022 for the Company, based on each of the closing price of Intricon common stock on February 25, 2022 (the “February 25^th Closing Price”), and the Per-Share Merger

Consideration, to the corresponding multiple for the selected medical manufacturing public companies. The historical 2021 EBITDA for each of the Company and the selected public companies was based on historical financial information (if publicly available, otherwise based on Consensus Estimates), publicly available as of February 25, 2022. The projected 2022 EBITDA for (i) the Company was based on estimates provided to Piper Sandler by Intricon management and (ii) the selected public companies was based on Consensus Estimates publicly available as of February 25, 2022.

The analysis indicated the following implied multiples:

Based on this analysis, Piper Sandler noted that, with respect to the Company (i) based on the February 25^th Closing Price, the EV/2021 EBITDA multiple was above the maximum percentile of implied EVs for the selected public companies and the EV/2022 EBITDA multiple was equal to the 25^th percentile of implied EVs for the selected public companies and (ii) based on the Per-Share Merger Consideration, each of the EV/2021 EBITDA and the EV/2022 EBITDA multiples were above the maximum percentile of implied EVs for the selected public companies.

Piper Sandler then applied such multiples to the Company’s 2021 EBITDA and 2022 EBITDA in order to derive implied enterprise values for the Company, after which Piper Sandler derived implied per-share values using the balance sheet data and diluted share information described above. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied per share values for Intricon common stock, as compared to the Per-Share Merger Consideration, were as follows:

Piper Sandler reviewed M&A transactions announced since January 1, 2014, involving those public and private target businesses that Piper Sandler considered to be in the medical manufacturing industry and for which Piper Sandler had access to sufficient financial information.

Based on these criteria, the following 28 transactions were selected:

For this selected medical manufacturing M&A transactions analysis, Piper Sandler compared, among other things, the implied EV/EBITDA multiple for the last twelve-month period for which financial information was publicly available (“LTM”) for the Company, to the corresponding multiple for each selected M&A transaction, as well as the implied EV/EBITDA multiple for the twelve month period immediately following the applicable LTM period (“FTM”) for the Company, to the corresponding multiple for each selected M&A transaction. Piper Sandler compared multiples for the Company to the corresponding multiple for each selected M&A transaction, based on each of the February 25^th Closing Price and the Per-Share Merger Consideration. LTM EBITDA for (i) the Company was based on historical financial information for the LTM period ended December 31, 2021, and (ii) the target businesses in the selected M&A transactions were based on LTM historical financial information publicly available as of immediately prior to announcement of the relevant M&A transaction. FTM EBITDA for (i) the Company was based on estimates provided to Piper Sandler by Intricon management for the twelve month period ending December 31, 2022, and (ii) the target companies in the selected M&A transactions were based on Consensus Estimates or disclosure by the companies involved in the transactions available at the time of announcement of the relevant transaction.

This analysis indicated the following implied multiples:

Based on this analysis, Piper Sandler noted that, with respect to the Company (i) based on the February 25^th Closing Price, the EV/LTM EBITDA multiple was above the 75^th percentile of implied EVs for the selected M&A transactions and the EV/FTM EBITDA multiple was below the mean and median of implied EVs for the selected M&A transactions and (ii) based on the Per-Share Merger Consideration, both the EV/LTM EBITDA and the EV/FTM EBITDA multiples were above the 75^th percentile of implied EVs for the selected M&A transactions.

Piper Sandler then applied such multiples to the Company’s LTM EBITDA and FTM EBITDA in order to derive implied enterprise values for the Company, after which Piper Sandler derived implied per share values using the balance sheet data and diluted share information described above. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied per share values for Intricon common stock, as compared to the Per-Share Merger Consideration, were as follows:

Piper Sandler also reviewed M&A transactions announced since January 1, 2014, involving target businesses in the medical technology industry that Piper Sandler believed were comparable to the Company’s financial profile. Piper Sandler selected those transactions involving public or private medical technology businesses as targets that had (i) LTM revenue between $25 million and $250 million, (ii) FTM revenue growth between 10% and 30% and (iii) LTM EBITDA margin above 0% and for which Piper Sandler had access to sufficient financial information.

Based on these criteria, the following 23 transactions were selected:

For this selected medical technology M&A transactions analysis, Piper Sandler compared, among other things, the implied EV/LTM EBITDA multiple for the Company, to the corresponding multiple for each selected M&A transaction, as well as the implied EV/FTM EBITDA multiple for the Company, to the corresponding multiple for each selected M&A transaction, based on LTM and FTM financial information as described above. Piper Sandler compared multiples for the Company to the corresponding multiple for each selected M&A transaction, based on each of the February 25^th Closing Price and the Per-Share Merger Consideration.

This analysis indicated the following implied multiples:

Based on this analysis, Piper Sandler noted that, with respect to the Company (i) based on the February 25^th Closing Price, the EV/LTM EBITDA multiple fell between the mean and median of implied EVs for the selected M&A transactions and the EV/FTM EBITDA multiple was below the mean and median of implied EVs for the selected M&A transactions and (ii) based on the Per-Share Merger Consideration, the EV/LTM EBITDA multiple was above the 75^th percentile of implied EVs for the selected M&A transactions and the EV/FTM EBITDA multiple was above the mean and median of implied EVs for the selected M&A transactions.

Piper Sandler then applied such multiples to the Company’s LTM EBITDA and FTM EBITDA in order to derive implied enterprise values for the Company, after which Piper Sandler derived implied per share values using the balance sheet data and diluted share information described above. Piper Sandler observed that based on the mean and median for each analysis, the ranges of implied per share values for Intricon common stock, as compared to the Per-Share Merger Consideration, were as follows:

Using a discounted cash flows analysis, Piper Sandler calculated an estimated range of theoretical enterprise values for the Company based on the net present value of (i) projected unlevered after tax free cash flows from March 31, 2022 to December 31, 2026, discounted back to March 31, 2022, and (ii) a projected terminal value at December 31, 2026 calculated using terminal multiples ranging from 11.0x to 13.0x estimated calendar year 2026 EBITDA (based on estimates provided to Piper Sandler by Intricon management), discounted back to March 31, 2022. Piper Sandler noted that the median percentage of revenues represented by the largest customer of each of the 28 companies included in the “—Selected M&A Transactions Analysis—Medical Manufacturing Companies—Business Profile” was 21% and that based on estimates provided to Piper Sandler by Intricon management, revenues from the Company’s largest customer will represent approximately 61% of the Company’s revenues in fiscal year 2022. Accordingly, Piper Sandler noted that the range of terminal EBITDA multiples of 11.0x to 13.0x was consistent with (i) the 25^th percentile and median EV/LTM EBITDA multiples and (ii) the mean and median EV/FTM EBITDA multiples observed in the “—Selected M&A Transactions Analysis—Medical Manufacturing Companies—Business Profile” described above. Piper Sandler also observed that such range of terminal multiples was consistent with the mean and median EV/2022 EBITDA multiples observed in the “—Selected Public Companies Analysis—Medical Manufacturing Companies—Business Profile” described above.

The after-tax free cash flows for each year, as well as the estimated calendar year 2026 EBITDA, were calculated based on estimates provided to Piper Sandler by Intricon management. Piper Sandler calculated the range of net present values for unlevered free cash flows for such periods, as well as the terminal value, based on a range of discount rates ranging from 12.1% to 14.1%, based on its estimation of the Company’s weighted average cost of capital using the capital asset pricing model, together with a size premium in order to derive a range of implied enterprise values for the Company. Piper Sandler then derived a range of implied per share values for Intricon common stock using estimated net debt as of March 31, 2022 (based on estimates provided to Piper Sandler by Intricon management) and diluted share information described above, which range was $24.49-$30.09. Piper Sandler observed that such range was above the Per-Share Merger Consideration of $24.25.

Piper Sandler also noted for the Board of Directors the following additional information that was not relied upon in rendering its opinion, but was provided for informational purposes.

The summary set forth above does not contain a complete description of the analyses performed by Piper Sandler and reviewed with the Board of Directors. The preparation of a fairness opinion is not necessarily susceptible to partial analysis or summary description. Piper Sandler believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Piper Sandler opinion. In arriving at its opinion, Piper Sandler considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Piper Sandler made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Piper Sandler’s view of the actual value of the Company.

None of the selected companies or transactions used in the analyses above is directly comparable to the Company or the Merger. Accordingly, an analysis of the results of the comparisons is not purely mathematical; rather, it involves considerations and judgments concerning differences in historical and projected financial and operating characteristics of the selected companies and target businesses in the selected transactions and other factors that could affect the public trading values of such companies or transaction values of such businesses.

Piper Sandler performed its analyses for purposes of providing its opinion to the Board of Directors. Certain of the analyses performed by Piper Sandler were based upon financial projections of future results furnished to Piper Sandler by Intricon management, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These financial projections are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Piper Sandler does not assume responsibility if future results are materially different from projected financial results.

Piper Sandler’s opinion was one of many factors taken into consideration by the Board of Directors in making the determination to approve the Merger Agreement. While Piper Sandler provided advice to the Board of Directors during the Company’s negotiations with Altaris, Piper Sandler did not recommend any specific amount or type of consideration.

Piper Sandler relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Piper Sandler or discussed with or reviewed by Piper Sandler. Piper Sandler further relied upon the assurances of Intricon management that the financial information provided to Piper Sandler was prepared on a reasonable basis in accordance with industry practice, and that Intricon management was not aware of any information or facts that would make any information provided to Piper Sandler incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of its opinion, Piper Sandler assumed that with respect to financial forecasts, estimates and other forward-looking information reviewed by Piper Sandler, that such information was reasonably prepared in good faith based on assumptions reflecting the best currently available estimates and judgments of Intricon management as to the expected future results of operations and financial condition of the Company. Piper Sandler expressed no opinion as to any such financial forecasts, estimates or forward-looking information or the assumptions on which they were based.

Piper Sandler relied, with consent of the Board of Directors, on advice of the outside counsel and the independent accountants to the Company, and on the assumptions of Intricon management, as to all accounting, legal, tax and financial reporting matters with respect to the Company and the Merger Agreement.

In arriving at its opinion, Piper Sandler assumed that the executed Merger Agreement would be in all material respects identical to the last draft reviewed by Piper Sandler. Piper Sandler relied upon and assumed, without

independent verification, that (i) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that are referred to therein were true and correct, (ii) each party to such agreements will fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the Merger will be consummated pursuant to the terms of the Merger Agreement without amendments thereto and (iv) all conditions to the consummation of the Merger will be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Piper Sandler assumed that all the necessary regulatory approvals and consents required for the Merger will be obtained in a manner that will not adversely affect the Company or the contemplated benefits of the Merger.

In arriving at its opinion, Piper Sandler did not perform any appraisals or valuations of any specific assets or liabilities (fixed, contingent or other) of the Company, and Piper Sandler was not furnished or provided with any such appraisals or valuations, nor did Piper Sandler evaluate the solvency of the Company under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Piper Sandler in connection with its opinion were going concern analyses. Piper Sandler expressed no opinion regarding the liquidation value of the Company or any other entity. Without limiting the generality of the foregoing, Piper Sandler undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company or any of its affiliates is a party or may be subject, and at the direction of the Company and with its consent, Piper Sandler’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Piper Sandler also assumed that neither the Company nor Parent was party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger.

Piper Sandler’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of Piper Sandler’s opinion could materially affect the assumptions used in preparing its opinion. Piper Sandler expressed no opinion as to the price at which shares of Intricon common stock may trade following announcement of the Merger or at any future time. Piper Sandler did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

In connection with the delivery of this opinion, Piper Sandler was not requested to, and did not, (i) solicit any expressions of interest from any other parties with respect to any business combination with the Company or any other alternative transaction (except that Piper Sandler was requested by the Company to solicit expressions of interest by other parties with respect to a business combination with the Company pursuant to the “go-shop” provisions of the Merger Agreement, subsequent to the execution of the Merger Agreement), or (ii) advise the Board of Directors or any other party with respect to alternatives to the Merger. Subsequent to the delivery of its opinion, Piper Sandler advised the special committee of the Board of Directors as to certain aspects of the “go-shop” process and the solicitation of other acquisition proposals as more fully described above under “—Background of the Merger.”

Piper Sandler’s opinion addressed solely the fairness, from a financial point of view, to the holders of Intricon common stock of the Per-Share Merger Consideration set forth in the Merger Agreement and did not address any other terms or agreement relating to the Merger or any other terms of the Merger Agreement. Piper Sandler was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect the Merger, the merits of the Merger relative to any alternative transaction or business strategy that may be available to the Company, Parent’s ability to fund the Per-Share Merger Consideration or any other terms contemplated by the Merger Agreement or the fairness of the Merger to any other class of securities, creditor or other constituency of the Company. Furthermore, Piper Sandler expressed no opinion with respect to the amount or nature of compensation to any officer, director or employee of any party to the Merger, or any class of such persons, relative to the compensation to be received by the holders of Intricon common stock in the Merger or with respect to the fairness of any such compensation.

As a part of its investment banking business, Piper Sandler is regularly engaged in the valuation of businesses in the medical manufacturing, medical technology and other industries and their securities in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The Board of Directors selected Piper Sandler to be its financial advisor and render its fairness opinion in connection with the Merger on the basis of such experience and its familiarity with the Company.

Piper Sandler acted as exclusive financial advisor to the Company in connection with the Merger and will receive a fee, currently estimated to be approximately $4.3 million, from the Company, which is contingent upon the consummation of the Merger, except for $500,000 of such fee which will be paid to Piper Sandler for rendering its fairness opinion and is creditable against the total fee. The opinion fee was not contingent upon the consummation of the Merger or the conclusions reached in Piper Sandler’s opinion. The Company has also agreed to indemnify Piper Sandler against certain liabilities and reimburse Piper Sandler for certain expenses in connection with its services. Piper Sandler previously provided financial advisory services to an entity affiliated with Parent in connection with acting as financial advisor to such affiliate in its acquisition of Solesis, Inc., in 2021, for which Piper Sandler received a fee of approximately $1.5 million. In addition, in the ordinary course of its business, Piper Sandler and its affiliates may actively trade securities of the Company and entities affiliated with Parent for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Piper Sandler may also, in the future, provide investment banking and financial advisory services to the Company, Parent or entities that are affiliated with the Company or Parent, for which Piper Sandler would expect to receive compensation.

Although Intricon has in the past publicly issued limited short-term guidance concerning ranges of revenue, Intricon does not, as a matter of course, publicly disclose long-term forecasts or projections as to future performance, earnings or other results due to the inherent unpredictability of the underlying long-term assumptions, estimates and projections. However, Intricon is including certain previously nonpublic unaudited prospective financial information prepared by its management for the calendar years 2022 to 2026 (“Management Projections”), as well as certain historical financial information (“Historical Information”), in order to provide Intricon shareholders with access to information that was made available to the Board of Directors in connection with its evaluation of the Merger. The Management Projections and Historical Information (except as set forth below) were presented to the Board of Directors on February 27, 2022 in connection with the Board of Directors’ consideration of the proposal received by Intricon from Altaris.

The following table presents the Historical Information and Management Projections:

Management Projections were developed by Intricon management on a standalone basis without giving effect to the Merger and the other transactions contemplated by the Merger Agreement, or any changes to Intricon’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the transactions contemplated by the Merger Agreement to be completed and should not be viewed as accurate or continuing in that context. Management Projections are based on a number of assumptions which include, but are not limited to organic growth (i.e. no acquisitions); continued investments across Intricon’s businesses consistent with strategic initiatives; stable carrier economics and revenue sharing arrangements in the United States; anticipated carrier economics and revenue sharing arrangement in Intricon’s developing businesses outside of the United States; and no material fluctuations in interest rates and income taxes. Management Projections were based on information known to management as of early February, 2022. In the view of Intricon management, the Management Projections have been reasonably prepared by Intricon management on bases reflecting the best currently available estimates and judgments of Intricon management of the future financial performance of Intricon at the time of the presentation to the Board of Directors and other matters covered thereby.

Although the Management Projections are presented with numerical specificity, they were based on numerous variables and assumptions made by Intricon management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Intricon’s business, all of which are difficult or impossible to predict accurately and many of which are beyond Intricon’s control. The Management Projections constitute forward-looking information and are subject to many risks and uncertainties that could cause actual results to differ materially from the results forecasted in the Management Projections, including, but not limited to, Intricon’s performance, industry performance, general business and economic conditions, customer requirements, staffing levels, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in Intricon’s reports filed with the SEC. There can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than forecasted. The Management Projections cover several years, and such information by its nature becomes less reliable with each successive year. In addition, the Management Projections will be affected by Intricon’s ability to achieve strategic goals, objectives and targets over the applicable periods. The Management Projections reflect assumptions as to certain business decisions that are subject to change and cannot, therefore, be considered a guarantee of future operating results, and this information should not be relied on as such. The inclusion of the Management Projections should not be regarded as an indication that Intricon, Piper Sandler, their respective officers, directors, affiliates, advisors, or other representatives or anyone who received this information then considered, or now considers, them a reliable prediction of future events, and this information should not be relied upon as such. The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Management Projections will be necessarily predictive of actual future events. No representation is made by Intricon or any other person regarding the Management Projections or Intricon’s ultimate performance compared to such information. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Intricon contained in Intricon’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “Where You Can Find More Information.” In light of the foregoing factors, and the uncertainties inherent in the Management Projections, shareholders are cautioned not to place undue, if any, reliance on the Management Projections.

The Management Projections were not prepared with a view toward public disclosure or with a view toward complying with the published guidelines of the SEC regarding projections or accounting principles generally accepted in the United States (“GAAP”), or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. At the direction of Intricon management, the non-GAAP financial measures used in the Management Projections were relied upon by Piper Sandler for purposes of its opinion and by the Board of Directors in connection with its evaluation of the Merger. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply

to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. Accordingly, Intricon has not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Intricon may not be comparable to similarly titled amounts used by other companies. Neither Intricon’s independent auditor nor any other independent accountant has compiled, examined or performed any procedures with respect to the Management Projections, nor have they expressed any opinion or any other form of assurance on such information or its achievability.

The summary of the Management Projections is included solely to give shareholders access to the information that was made available to the Board of Directors, Piper Sandler, Altaris, and is not included in this proxy statement in order to influence any shareholder to make any investment decision with respect to the Merger.

In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Intricon does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.

Interests of Intricon’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to approve and adopt the Merger Agreement and approve the Merger, you should be aware that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of shareholders generally, as more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in approving the Merger Agreement and the Merger and recommending that the Merger Agreement be approved and adopted, and the Merger be approved, by shareholders. These interests are described in more detail and, where applicable, are quantified in the narrative below.

Each of the members of the Special Committee, consisting of Mr. Giordano, Mr. Huggenberger, Ms. Pepski and Ms. Rider, non-employee directors who are not Rollover Shareholders or otherwise interested in the Merger, received a one-time fee of $2,000 for their services on the Special Committee.

IIN Holdings, the Company and the directors and officers listed below, referred to as the “Rollover Shareholders,” entered into a Rollover Agreement, pursuant to which immediately prior to the Effective Time, the Rollover Shareholders will contribute to IIN Holdings the number of shares of Intricon common stock listed below, referred to as the “Rollover Shares,” and, in exchange for such Rollover Shares, IIN Holdings will issue to the Rollover Shareholders the number of Class A units of IIN Holdings set forth below.

On March 9, 2022, Mr. Philip I. Smith, the Chairman of our Board of Directors, was appointed as a director of Trean Insurance Group, Inc., a publicly-held company. Altaris beneficially owns approximately 47% of the outstanding common stock of Trean Insurance Group, Inc. as of March 21, 2022.

As of the date of this proxy statement, other than with respect to the Rollover Agreement and other than as set forth in this proxy statement, none of our directors or executive officers has entered into any agreement or any arrangement with Parent or any of its affiliates regarding board service, employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates or otherwise provide any financing with respect to the Merger.

The Company’s executive officers as of the Effective Time are expected to continue to serve as officers of the Surviving Corporation and to continue to receive their salary and benefits. Under the Merger Agreement, for a period of 12 months after the Effective Time, Parent has agreed to provide each employee who continues with the Surviving Corporation base salary or wages, annual cash bonus incentive opportunity and certain benefits at least as favorable as provided prior to the Effective Time.

Scott Longval, the President and Chief Executive Officer of the Company, who served as a member of the Company’s Board of Directors as of the date of the Merger Agreement and who currently serves as a member of the Company’s Board of Directors, and Philip I. Smith, who served as a member and as Chairman of the Company’s Board of Directors as of the date of the Merger Agreement and also currently serves as a member and as Chairman of the Company’s Board of Directors, will each be appointed to serve on the Board of Managers of IIN Holdings, an affiliate of Parent, following the consummation of the Merger. Mr. Smith will also be appointed to serve as Chairman of the Board of Managers of IIN Holdings following the consummation of the Merger, and it is expected that Mr. Smith (as well as other non-employee members of the Board of Managers of IIN Holdings) will receive compensation for his service as a member of the Board of Managers of IIN Holdings following the consummation of the Merger, although no specific type or amount of compensation has been discussed or agreed upon to date.

The Merger Agreement provides that, during the six-year period commencing at the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each current or former director, manager or officer of Intricon or any of its subsidiaries, or “Indemnified Party,” to the fullest extent that Intricon would have been permitted to do so under applicable law, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any legal proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director, manager, employee or agent of Intricon or any of its subsidiaries or, while a director, manager or officer of Intricon or any of its subsidiaries, is or was serving at the request of Intricon or one of its subsidiaries as an officer, director, manager, employee or agent of another person, in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time.

In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the organizational documents of the Surviving Corporation will contain, and Parent will cause such organizational documents to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Intricon and its subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time than are set forth in the organizational documents of Intricon as in effect on the date of the Merger Agreement.

The Merger Agreement also provides that each Indemnified Party will be entitled to advancement of reasonable expenses (including reasonable attorneys’ fees) incurred in the defense of any such legal proceeding from each of Parent and the Surviving Corporation (without duplication); provided that any Indemnified Party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking, to the extent required by the PBCL or other applicable law, to repay such advances if it is determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under applicable law.

In addition, the Surviving Corporation is obligated to either (i) maintain, and Parent will cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time the current directors’ and officers’ liability insurance policies of Intricon, or (ii) purchase a six-year “tail” policy on terms and conditions substantially equivalent to the current policies and maintain such endorsement in full force and effect for its full term, provided that in the case of clause (i) and clause (ii), the Surviving Corporation will not be required to

pay an annual premium in excess of 250% of the last annual premium paid by Intricon (“Maximum Premium”). If Intricon’s or the Surviving Corporation’s existing insurance expires, is terminated or cancelled during such six-year period or exceeds the Maximum Premium, or if the “tail” policy would exceed the Maximum Premium, the Surviving Corporation will obtain, and Parent will cause the Surviving Corporation to obtain, as much directors’ and officers’ liability insurance (or coverage under a “tail” policy, if applicable) as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions substantially comparable, in the aggregate, to the current directors’ and officers’ liability insurance policies of Intricon.

For more information, please see the section of this proxy statement captioned “Proposal 1: Approval and Adoption of the Merger Agreement and Approval of the Merger—Indemnification and Insurance.”

The Company from time to time has granted Company Options and Company RSUs under its 2006 Equity Incentive Plan, as amended, and Amended and Restated 2015 Equity Incentive Plan, as amended.

Each Company Option (whether vested or unvested) that is outstanding as of immediately prior to the Effective Time will accelerate and become fully vested and exercisable (if unvested) effective immediately prior to the Effective Time and shall automatically be cancelled and converted into the right to receive from the Surviving Corporation an amount in cash, without interest, equal to the product of (i) the total number of shares of Intricon common stock underlying such Company Option, multiplied by (ii) the excess of the Per-Share Merger Consideration over the applicable exercise price per share of such Company Option, subject to any required withholding of taxes.

Each Company RSU, whether vested or unvested, that is outstanding as of immediately prior to the Effective Time shall accelerate and become fully vested (with performance-based Company RSUs vesting at the applicable target level), effective immediately prior to the Effective Time, and shall automatically be cancelled and converted into the right to receive from the Surviving Corporation an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Intricon common stock underlying the Company RSU multiplied by (ii) the Per-Share Merger Consideration, subject to any required withholding of taxes.

As required by the Merger Agreement, (i) the Company ESPP was suspended as of the end of the subscription period ending March 31, 2022, such that no contributions may be made by participating employees under the Company ESPP after the end of such subscription period and (ii) the Company returned any remaining payroll deductions not used to purchase shares of Intricon common stock as of the end of such subscription period. The Company ESPP will terminate immediately prior to the Effective Time.

We have entered into employment agreements with Messrs. Longval, Geraci and Gonsior and Ms. Lutgen, our current executive officers, that could result in the payment of compensation and benefits to such officers following a change in control.

In the event that (i) there occurs a “change in control” (as defined in the employment agreements) and (ii) the executive’s employment is involuntarily terminated within one year afterwards, the executive will be entitled to payment of the executive’s base salary for one year (two years for Mr. Longval) in a lump sum and continuation of medical benefits for a period of one year (eighteen months for Mr. Longval) at active employee rates. The Merger will constitute a “change in control” for purposes of the employment agreements.

With respect to any termination by the executive pursuant to the foregoing, the executive shall have first provided notice to the Company of the existence of the condition proposed to be relied upon within 90 days of the initial existence of the condition, and shall have given the Company a period of 30 days during which we may remedy the condition and the Company shall have failed to do so during such period.

The employment agreement with Ms. Lutgen provides for a transaction bonus of $20,000 upon completion of the Merger. The employment agreements also provide that, in the sole and absolute discretion of the Board of Directors, in the event there occurs a change of control followed by the executive’s involuntary termination, the Company may elect to pay the executive a prorated amount of the bonus that the executive would have been entitled to receive for the year in which the executive was terminated.

The executive is entitled to have transferred to him or her any Company paid life insurance policies or disability policy on the executive (if the policy so permits) upon payment by the executive to the Company of any cash surrender value of any such life insurance policies, and the executive shall then assume sole responsibility for payment of premiums on such policies. The Company does not currently maintain any individual life insurance policies for executives, and there is no cash surrender value associated with the disability policies for executives.

The Company’s former Chief Financial Officer, Ellen Scipta, resigned from employment with the Company effective October 29, 2021. In connection with her resignation, Ms. Scipta entered into a separation agreement and general release of claims with the Company, dated November 14, 2021 (the “Separation Agreement”). The Separation Agreement provides that Ms. Scipta is entitled to (i) cash severance payments totaling $380,000, to be paid in 26 consecutive equal installment payments of $14,615.39 in accordance with standard payroll practices (less applicable withholdings); (ii) up to $10,000 for outplacement services, (iii) vesting of 15,251 previously granted time-based Company RSUs (less applicable withholdings) and (iv) continuation of 1,326 previously granted performance-based Company RSUs (subject to vesting upon achievement of targets under the award or if earlier, a change in control). The separation agreement also contains a release of claims against the Company and related parties and a mutual non-disparagement provision. Per the terms of the Separation Agreement, the Company agreed not to enforce Ms. Scipta’s noncompete and nonsolicit obligations in her employment agreement with the Company, provided that she does not breach her other employment agreement obligations, including confidentiality. The only compensation payable to Ms. Scipta in connection with the change in control is the acceleration of vesting of her outstanding performance-based RSUs upon the change in control.

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of Intricon’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute compensation” by the applicable SEC disclosure rules. The amounts set forth in the table below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer receives may materially differ from the amounts set forth in the table.

The table below assumes that: (i) the Effective Time of the Merger will occur on May 24, 2022; (ii) the employment of Messrs. Longval, Geraci and Gonsior and Ms. Lutgen will be terminated immediately following the Effective Time of the Merger in a manner entitling the executive to receive the severance benefits described in the section of this proxy statement captioned “—Potential Payments at or Following Change in Control”; (iii) no named executive officer becomes entitled to additional compensation or benefits or equity awards prior to the Effective Time of the

Merger; and (iv) the board of directors of the Surviving Corporation does not elect to pay a prorated amount of the bonus that the executive would have been entitled to receive for 2022.

Pursuant to applicable proxy disclosure rules, the value of the equity awards below is equal to the number of shares covered by the applicable Company Option that is being cancelled or Company RSUs that are accelerating, multiplied by the Per-Share Merger Consideration (minus the applicable per share exercise price for any Company Options). The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to the Effective Time of the Merger, or the value of payments or benefits that are not based on or otherwise related to the Merger.

As described in the footnotes to the amounts shown in the table below, the cash payments to Messrs. Longval, Geraci and Gonsior and Ms. Lutgen and the benefits that may be provided to them are conditioned on the occurrence of both the Merger, as well as such executive’s qualifying termination of employment (a “double-trigger” basis), and the other amounts in the table are conditioned only upon the occurrence of the Merger (a “single-trigger” basis).

At the Effective Time of the Merger, each Company Option and Company RSU held by our executive officers and non-employee directors will receive the treatment described in the section of this proxy statement captioned “—Treatment of Company Options and Company RSUs.”

The following table sets forth the number of shares of Intricon common stock and the number of shares of Intricon common stock underlying equity awards held by each of Intricon’s executive officers and non-employee directors that were outstanding as of April 12, 2022, the latest practicable date to determine such amounts before the filing of this proxy statement. Such numbers do not forecast any grants, additional issuances, dividends, additional deferrals or forfeitures of equity-based awards following the date of this proxy statement. However, such numbers take into account the vesting of equity awards that may become vested on or prior to May 24, 2022. The table also sets forth the values of these shares and equity awards, determined as the number of shares multiplied by the Per-Share Merger Consideration (minus the applicable per share exercise price for any Company Options). No additional shares of Intricon common stock or equity awards were granted to any executive officer or non-employee director in contemplation of the Merger.

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

We anticipate that the total amount of funds necessary to pay the Per -Share Merger Consideration in respect of shares of Intricon common stock (other than Rollover Shares) outstanding at the Effective Time of the Merger, to pay the consideration in respect of Company Options and Company RSUs in accordance with the Merger Agreement, and to pay the fees and expenses of Intricon required to be paid at the closing of the Merger by Parent and Merger Sub under the Merger Agreement, will be approximately $246.0 million.

Pursuant to the Equity Commitment Letter, the Altaris Funds, severally and not jointly, have agreed to provide Parent with an equity commitment of up to $245.0 million which is sufficient to fund, together with cash on hand at Intricon:

(i) the aggregate purchase price required to be paid at the closing of the Merger, (ii) the cash consideration required to be paid in connection with the Company Options and Company RSUs, and (iii) costs, fees and expenses of Intricon required to be paid by Parent, Merger Sub or, after the closing, the Surviving Corporation in connection with the Merger.

The Equity Commitment Letter provides, among other things, that Intricon is an express third-party beneficiary thereof with respect to enforcing Parent’s right to cause the equity commitment under the Equity Commitment Letter by the Altaris Funds to be funded to Parent in order to consummate the Merger, if, and only if, each of the conditions to Parent’s and Merger Sub’s obligations to consummate the transactions contemplated by the Merger Agreement set forth in Sections 6.1 and 6.3 of the Merger Agreement have been satisfied or waived (other than any conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the prior or substantially concurrent satisfaction of such conditions).

In addition, if (i) all of the conditions set forth in Sections 6.1 and 6.3 of the Merger Agreement have been satisfied (other than those which, by their nature, are to be satisfied at the closing, but subject to their satisfaction at the closing) and (ii) Intricon has irrevocably confirmed in writing that (A) all of the conditions set forth in Sections 6.1 and 6.2 of the Merger Agreement have been satisfied (other than those which, by their nature, are to be satisfied at the closing) or will be waived by Intricon if the equity financing is funded, (B) Intricon is prepared to consummate the closing and stands ready, willing and able to consummate the closing and (C) if specific performance is granted and the equity financing is funded, then the closing of the Merger would occur, then Intricon is entitled to seek and obtain specific performance (either directly against the applicable Altaris Fund and/or through a claim against Parent) of such Altaris Fund’s obligation to fund the Equity Commitment. The Equity Commitment Letter may not be amended or otherwise modified without the prior written consent of Parent, the Altaris Funds and Intricon (as a third-party beneficiary thereof).

Pursuant to the Guarantee, the Altaris Funds have agreed to guarantee, severally and not jointly, the payment of the Parent Termination Fee of $6.0 million, if and when the Parent Termination Fee is payable pursuant to the Merger Agreement, and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by Intricon, as specified in the Merger Agreement. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.”

Subject to specified exceptions, the Guarantee will terminate upon the earliest of:

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to closing of the Merger (as described under the caption, “Proposal 1: Approval and Adoption of the Merger Agreement and Approval of the Merger—Conditions to the Closing of the Merger”), other than conditions that by their terms are to be satisfied at the closing but subject to the satisfaction or waiver of such conditions, or such other time agreed to in writing by Parent and Intricon.

Dissenters’ rights are statutory rights that enable shareholders who object to extraordinary transactions, such as mergers, to demand that the corporation pay such shareholders the fair value of their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. Dissenters’ rights are not available in all circumstances and exceptions to those rights are set forth in the PBCL. The term “fair value” in this instance means the value of a share of Intricon common stock immediately before the day of the Merger, taking into account all relevant factors, but excluding any appreciation or depreciation in anticipation of the Merger.

Intricon shareholders are entitled to dissenters’ rights in connection with the Merger.

Set forth below is a summary of the terms under the PBCL, describing the steps that must be taken in order to exercise dissenting shareholder rights. Any Intricon shareholder considering exercising the shareholder’s right to dissent from the proposed action and receive the fair value of such holder’s shares should read both this summary and the full text of the law, which is attached hereto as Annex C. Written notices or demands that are required concerning the exercise of dissenters’ rights should be sent to Intricon Corporation, 1260 Red Fox Road, Arden Hills, Minnesota 55112, Attention: Chief Financial Officer or at such other address as may be indicated in subsequent instructions related to the exercise of such rights.

Any Intricon shareholder who wishes to dissent and exercise rights to an appraisal must:

Voting in favor of the approval and adoption of the Merger Agreement and approval of the Merger constitutes a waiver of dissenters’ rights of appraisal. Further, neither a proxy marked against the approval and adoption of the Merger Agreement and approval of the Merger nor a vote at the Special Meeting against the approval and adoption of the Merger Agreement and approval of the Merger satisfies the necessary written notice of intention to dissent. A separate written notice must be filed with Intricon prior to the vote of shareholders on the approval and adoption of the Merger Agreement and approval of the Merger, as described above.

If the Merger Agreement is approved and adopted and the Merger is approved by the required vote of shareholders, Intricon will mail a notice to all dissenters who gave due notice of intention to demand payment of fair value and who did not vote for the approval and adoption of the Merger Agreement and approval of the Merger. The notice will state where and when the dissenting shareholder must deliver a written demand for payment and where certificates for stock should be deposited in order to obtain payment. The notice will include a form for demanding payment and a copy of the law. The time set for receipt of the demand for payment and deposit of stock certificates will be not less than 30 days from the date of mailing of the notice.

Any dissenting Intricon shareholder who wishes to exercise appraisal rights must take each step in the indicated order and in strict compliance with the statute to preserve dissenters’ rights. Any such shareholder who fails to follow the steps will lose his or her right to dissent and will, instead, receive the PerShare Merger Consideration.

Promptly after the Merger, the Surviving Corporation will send dissenters, who have timely filed the demand for payment and deposited their stock certificates (if certificated), the amount that the Surviving Corporation estimates to be the fair value of the stock. The remittance or notice will be accompanied by:

If a dissenting shareholder believes that the amount stated or remitted by the Surviving Corporation is less than the fair value of the stock, the dissenter may send an estimate of the fair value of the stock to the Surviving Corporation. If the Surviving Corporation remits payment of the estimated value of a dissenter’s stock and the dissenter does not file his or her own estimate within 30 days after the Surviving Corporation mailed its remittance, the dissenter will be entitled to no more than the amount remitted by the Surviving Corporation.

If any demands for payment remain unsettled within 60 days after the latest to occur of: (1) the Merger, (2) the timely receipt of any shareholder demands for payment, or (3) the timely receipt of any estimates by dissenters of the fair value, then the Surviving Corporation may file an application in the Court of Common Pleas of Montgomery County requesting that the court determine the fair value of the stock. If this happens, all dissenters, no matter where they reside, whose demands have not been settled, will be made parties to the proceeding. In addition, a copy of the application will be delivered to each dissenter.

If the Surviving Corporation fails to file the application, then any dissenter, on behalf of all dissenters who have made a demand and who have not settled their claim may file an application in the name of Intricon at any time within the 30-day period after the expiration of the 60-day period and request that the Montgomery County Court determine the fair value of the shares. The fair value determined by the court may, but need not, equal the dissenters’ estimates of fair value. If no dissenter files an application, then each dissenter entitled to do so will be paid the Surviving Corporation’s estimate of the fair value of the common stock and no more, and may bring an action to recover any amount not previously remitted, plus interest at a rate the court finds fair and equitable.

The costs and expenses of any valuation proceedings in court, including the reasonable compensation and expenses of any appraiser appointed by the court to recommend a decision on the issue of fair value, will be determined by the court and assessed against Intricon except that any part of the costs and expenses may be apportioned and assessed by the court against all or any of the dissenters who are parties and whose action in demanding supplemental payment the court finds to be arbitrary, vexatious or in bad faith. In addition, dissenting shareholders generally will be responsible for their own costs and expenses, including, without limitation, the fees and expenses of their own legal counsel and experts.

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below) of shares of Intricon common stock whose shares are converted into the right to receive cash pursuant to the Merger. This summary does not describe any tax consequences arising under the laws of any state, local or non-U.S. jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation. This summary also does not address tax consequences to Rollover Shareholders of their contribution of Rollover Shares to IIN Holdings in exchange for equity interests thereof. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to Intricon shareholders who hold their shares of Intricon common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to Intricon shareholders in light of their particular circumstances. For example, this discussion does not address:

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX PLANNING AND ADVICE. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of Intricon common stock that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares of Intricon common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal

to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares of Intricon common stock surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares of Intricon common stock acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Intricon common stock. A U.S. Holder’s gain or loss on the disposition of shares of Intricon common stock will generally be characterized as capital gain or loss. Any such gain or loss will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. A reduced tax rate on capital gain generally will apply to long-term capital gain of a non-corporate U.S. Holder (including individuals). The deductibility of capital losses is subject to limitations.

The following is a summary of the material U.S. federal income tax consequences that will apply to you if you are a Non-U.S. Holder. The term “Non-U.S. Holder” means a beneficial owner of Intricon common stock that is, for U.S. federal income tax purposes, not a U.S. Holder.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a Intricon shareholder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or (ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Sections 1471 through 1474 of the Code (“FATCA”), impose a U.S. federal withholding tax of 30% on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the

U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally imposes a U.S. federal withholding tax of 30% on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent a certification identifying certain direct and indirect U.S. owners of the entity or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such taxes. Although the Code provides that FATCA withholding generally also will apply to payments of gross proceeds from sales or other dispositions of Intricon common stock, the U.S. Treasury Department released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to such gross proceeds. In its preamble to such proposed regulations, the U.S. Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

You are encouraged to consult with your own tax advisors regarding the possible implications of FATCA on the disposition of Intricon common stock pursuant to the Merger.

You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular circumstances as well as any tax consequences arising under the U.S. federal estate or gift tax rules, or under the laws of any state, local or foreign tax laws.

Intricon and Parent have agreed to, as promptly as practicable, make any filings required or advisable in order to obtain necessary approvals for the Merger under applicable antitrust laws. These approvals include approval under the HSR Act and any other applicable antitrust laws (whether domestic or foreign), as applicable.

Under the HSR Act and the rules promulgated thereunder, certain acquisitions may not be completed until information has been furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”), and the applicable waiting period for the HSR Act has expired or been terminated. The waiting period under the HSR Act is 30 calendar days unless terminated earlier or extended by a request for additional information and documentary material. The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until Intricon and Parent file a notification and report form with the FTC and the DOJ under the HSR Act and the waiting period has expired or been terminated in the U.S. Intricon and Altaris Health Partners V, L.P. made the necessary filings with the FTC and the Antitrust Division of the DOJ on March 11, 2022, and the waiting period under the HSR Act expired at 11:59 pm on April 11, 2022. The Merger Agreement provides that Intricon, Parent and Merger Sub will use commercially reasonable efforts to obtain regulatory clearance, including, to the extent necessary, to obtain clearance of the Merger pursuant to the HSR Act and any other antitrust laws applicable to the Merger; provided, however, that Parent shall propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect), by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of such assets or businesses of Parent or, effective as of the Effective Time, the Surviving Corporation, or their respective subsidiaries, or otherwise offer to take or offer to commit to take any action which it is capable of taking and if the offer is accepted, take or commit to take such action that limits its freedom of action with respect to, or its ability to retain, any of the businesses, services or assets of Parent, the Surviving Corporation or their respective subsidiaries, in order to avoid the entry of, or to effect the dissolution of, any Restrictive Order (as defined in the Merger Agreement) challenging any of the transactions contemplated by the Merger Agreement as violative of any antitrust law, which would have the effect of preventing or delaying the closing beyond the Termination Date (as defined below); provided, however, that neither the Parent nor Merger Sub shall be required to take, or to cause the Surviving Corporation to take, any of the foregoing actions that would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect or a material adverse effect on the business, financial condition or results of operations of Parent and its affiliates.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting periods under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of

substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state or foreign jurisdiction could take such action under the antitrust laws applicable in such jurisdiction as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Intricon, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Intricon, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Shareholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Intricon, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Intricon, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedule to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to shareholders. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Intricon, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Intricon and our business.

The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement, and in accordance with the PBCL, at the Effective Time: (i) Merger Sub will be merged with and into Intricon, with Intricon becoming a wholly owned subsidiary of Parent; and (ii) the separate corporate existence of Merger Sub will thereupon cease. From and after the Effective Time, the Surviving Corporation will possess all properties, rights, privileges, powers and franchises of Intricon and Merger Sub, and all of the debts, liabilities and duties of Intricon and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the board of directors of the Surviving Corporation will consist of the directors of Merger Sub as of immediately prior to the Effective Time, to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their successors are duly elected and qualified. At the Effective Time, the officers of Intricon as of immediately prior to the Effective Time will be the officers of the Surviving Corporation, until their successors are duly appointed. At the Effective Time, the articles of incorporation of Intricon as in effect immediately prior to the Effective Time will be amended and restated to read as set forth in Exhibit A to the Merger Agreement, and the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, will become the bylaws of the Surviving Corporation (except that all references to the name of the Merger Sub in such bylaws will be changed to refer to the name of the Surviving Corporation), in each case until thereafter amended in accordance with the PBCL.

The closing of the Merger will take place no later than the second business day following the satisfaction or waiver of all conditions to closing of the Merger (described below under the caption, “—Conditions to the Closing of the Merger”) (other than those conditions to be satisfied at the closing of the Merger) or such other time agreed to in

writing by Parent and Intricon. On the Closing Date (as defined in the Merger Agreement), the parties will file a statement of merger with the Department of State of the Commonwealth of Pennsylvania as provided under the PBCL. The Merger will become effective upon the filing of a statement of merger with the Department of State of the Commonwealth of Pennsylvania, or at such subsequent time or date as Parent and Intricon shall agree and specify in the statement of merger.

At the Effective Time, and without any action required by any shareholder, each share of Intricon common stock (other than Rollover Shares, the Dissenters Shares, shares of Intricon common stock held by Intricon as treasury stock and any shares of Intricon common stock owned by any subsidiary of Intricon, or owned by Parent (including any Rollover Shares), Merger Sub or any other subsidiary of Parent) outstanding as of immediately prior to the Effective Time will be cancelled and extinguished and automatically converted into the right to receive the Per-Share Merger Consideration, less any applicable withholding of taxes.

Intricon and certain members of Intricon’s management, or “Rollover Shareholders” entered into an agreement, referred to as the “Rollover Agreement”, with IIN Holdings, an affiliate of Parent, providing for the contribution, immediately prior to the Effective Time, of an aggregate of 127,836 shares of Intricon common stock held by the Rollover Shareholders (the aggregate amount of such shares to be contributed referred to as “Rollover Shares”) to IIN Holdings, in exchange for equity interests in IIN Holdings. At the Effective Time, the Rollover Shares will cease to have any rights, except for the rights to receive such equity interests in IIN Holdings specified in the Rollover Agreement. See “The Merger—Interests of Intricon’s Directors and Executive Officers in the Merger—Rollover Agreement” for further information.

Each Company Option (whether vested or unvested) that is outstanding as of immediately prior to the Effective Time shall vest in full effective immediately prior to the Effective Time and shall automatically be cancelled and converted into the right to receive from the Surviving Corporation an amount in cash, without interest, equal to the product of (i) the total number of shares of Intricon common stock underlying such Company Option, multiplied by (ii) the excess, if any, of the Per-Share Merger Consideration over the applicable exercise price per share of such Company Option, subject to any required withholding of taxes.

Each Company RSU (whether vested or unvested) that is outstanding and unvested as of immediately prior to the Effective Time shall vest (with performance-based Company RSUs vesting at the applicable target level) in full, effective immediately prior to the Effective Time, and shall automatically be cancelled and converted into the right to receive from the Surviving Corporation an amount in cash, without interest, equal to the product of (i) the aggregate number of shares of Intricon common stock underlying the Company RSU multiplied by (ii) the Per-Share Merger Consideration, subject to any required withholding of taxes.

The Merger Agreement provides that the Board of Directors of Intricon shall (i) as soon as practicable after February 27, 2022, suspend Intricon’s Employee Stock Purchase Plan, as amended, referred to as the “Company ESPP”, as of the end of the Subscription Period (as defined in the Company ESPP) ended March 31, 2022, such that no contributions may be made by participating employees under the Company ESPP after the end of such Subscription Period, (ii) as soon as practicable following the end of such Subscription Period, return any remaining payroll deductions not used to purchase shares of Intricon common stock as of the end of such Subscription Period, and (iii) terminate the Company ESPP no later than immediately prior to the Effective Time.

Prior to the Effective Time, Parent will designate Broadridge Corporate Issuer Solutions, Inc., or another bank or trust company mutually acceptable to Parent and Intricon (the “Paying Agent”), to act as the paying agent for the Merger. Immediately prior to the Effective Time, Parent will deposit with the Paying Agent cash sufficient to pay the aggregate consideration to Intricon’s shareholders (other than Rollover Shareholders) (it being understood that the Parent may elect to use the available unrestricted cash of Intricon and its subsidiaries to fund a portion of such payment).

Promptly (and in any event within three business days) following the Effective Time, Parent will cause the Paying Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Intricon common stock (other than Rollover Shares) (collectively, the “Certificates”) a letter of transmittal in customary form (or affidavits of loss in lieu of such Certificates) and instructions for use in effecting the surrender of such holder’s shares of Intricon common stock represented by such Certificate(s) (or affidavits of loss in lieu of such Certificates). Upon the surrender of the Certificates (or effective affidavits of loss in lieu of such Certificates) to the Paying Agent in accordance with the terms of the duly executed letter of transmittal, the holders of such Certificates will be promptly paid the an amount equal to the number of shares represented by such Certificates multiplied by the Per-Share Merger Consideration.

Any holders of record of uncertificated shares of Intricon common stock that represented outstanding shares of Intricon common stock immediately prior to the Effective Time (collectively, the “Uncertificated Shares”) will not be required to deliver Certificates or executed letters of transmittal to the Paying Agent, and such holders will, upon receipt by the Paying Agent of an “agent’s message” in customary form with respect to any Uncertificated Shares, be promptly paid the Per-Share Merger Consideration payable in respect of such shares.

The Per-Share Merger Consideration paid to shareholders may be reduced by any applicable withholding of taxes.

If any cash deposited with the Paying Agent is not claimed within one year following the Effective Time, such cash will be returned to Parent upon demand, and any holders of Intricon common stock who have not complied with the exchange procedures in the Merger Agreement will be entitled to receive only from Parent or the Surviving Corporation (subject to abandoned property, escheat and other similar laws) as a general creditor for payment of the Per-Share Merger Consideration, without interest.

The Merger Agreement contains representations and warranties of Intricon, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by Intricon are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any effect, change, event, occurrence or development that is, or would reasonably be expected to be, materially adverse to the business, financial condition or results of operations of Intricon and its subsidiaries, taken as a whole; provided, however, that no effect, change, event, occurrence or development resulting from, arising out of, attributable to, or related to any of the following shall be deemed to be or constitute a “Company Material Adverse Effect,” and no effect, change, event, occurrence or development resulting from, arising out of, attributable to, or related to any of the following shall be taken into account when determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur:

provided that with respect to the exceptions set forth in first five bullet points and the eighth bullet point above, if any such effect, change, event, occurrence or development has had a materially disproportionate adverse impact on Intricon relative to other companies of comparable size to Intricon operating in the industries in which Intricon operates, then the incremental adverse impact of such event shall be taken into account for the purpose of determining whether a “Company Material Adverse Effect” has occurred or may, would or could occur.

In the Merger Agreement, Intricon has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to Intricon that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the completion of the Merger.

The Merger Agreement provides that, except: (i) as otherwise expressly contemplated or required by the Merger Agreement, (ii) as required by applicable law, (iii) as required, or in Intricon’s reasonable, good-faith discretion, advisable, in connection with any COVID-19 measures, after advance written notice provided by Intricon to, and, to the extent practicable under the circumstances, consultation with, Parent, (iv) as set forth in the confidential disclosure schedule to the Merger Agreement, or (v) with Parent’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of signing of the Merger Agreement and the Effective Time, Intricon will, and will cause each of its subsidiaries to, use commercially reasonable efforts to:

In addition, Intricon has also agreed that, except (i) as otherwise expressly contemplated or required by the Merger Agreement, (ii) as required by applicable law, (iii) as set forth in the confidential disclosure schedule to the Merger Agreement, or (iv) with Parent’s prior written consent (which consent will not be unreasonably withheld, conditioned or delayed), during the period of time between the date of signing of the Merger Agreement and the Effective Time, Intricon will not, and will not permit any of its subsidiaries to, directly or indirectly, do any of the following:

Employee Plan, except for amendments to Company Employee Plans that are welfare plans in the ordinary course of business that do not (and will not after the closing) increase in any material respect the cost to Intricon or any of its subsidiaries of maintaining such Company Employee Plans and that apply to substantially all employees,

Under the Merger Agreement, from the date of the Merger Agreement and continuing until 11:59 p.m., Eastern time on April 3, 2022 (the “Initial No-Shop Period Start Date”), or April 13, 2022 (the “Excluded Party No-Shop Period Start Date” and together with the “Initial No-Shop Period Start Date”, the “No-Shop Period Start Date”), Intricon and its representatives had the right to, directly or indirectly, among other things:

provided, however, that

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means an agreement with Intricon that is either (a) in effect as of the execution and delivery of the Merger Agreement; or (b) executed, delivered and effective after the execution and delivery of the Merger Agreement, in either case containing provisions that require any counterparty thereto (and any of its affiliates and representatives named therein) that receive non-public information with respect to Intricon to keep such information confidential; provided, however, that, in each case, the provisions contained therein are no less restrictive in any material respect to such counterparty (and any of its affiliates and representatives named therein) than the terms of the confidentiality agreement entered into with Altaris (it being understood that such agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making of any Acquisition Proposal).

“Acquisition Proposal” means any proposal or offer (a) for a merger, consolidation, liquidation, dissolution, recapitalization, share exchange, tender offer or other business combination involving Intricon or any of its subsidiaries, (b) for the direct or indirect purchase or other acquisition by any Third Person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of Third Persons, or the issuance by Intricon, of 15% or more of Intricon’s equity securities or the equity securities of Intricon and its subsidiaries, or (c) for any direct or indirect purchase, license or other acquisition by any Third Person or “group” (as defined pursuant to Section 13(d) of the Exchange Act) of Third Persons of assets constituting or accounting for more than 15% of the consolidated total assets, revenue or net income of Intricon and its subsidiaries, taken as a whole (measured by the fair market value thereof as of the date of such proposal or offer), in each case other than the transactions contemplated by the Merger Agreement or any offer or proposal by Parent, any subsidiary of Parent or any of Altaris Funds.

“Acquisition Transaction” means any transaction or series of related transactions (other than the Merger) involving an Acquisition Proposal.

“Excluded Party” means any Third Person (or if a group, includes any Third Person, so long as such Third Person, together with all other members of such group, if any, who were members of such group or another group that included such person immediately prior to April 4, 2022, represent more than 50% of the equity financing of such group at all times following April 3, 2022 and prior to the closing of the transactions contemplated by the applicable Acquisition Proposal) (a) who submits a written bona fide Acquisition Proposal to Intricon or any of its representatives after the date of the Merger Agreement and prior to April 4, 2022, and (b) whose Acquisition Proposal is determined by the Board of Directors in good faith (after consultation with its outside counsel and its financial advisor), prior to April 4, 2022, to be, or would reasonably be expected to lead to, a Superior Proposal; provided, however, that a Third Person will immediately cease to be an Excluded Party (and the provisions of the Merger

Agreement applicable to Excluded Parties will cease to apply with respect to such person) if such Acquisition Proposal is withdrawn or terminated by such Third Person (or group, if applicable) or is modified in any material respect by such Third Person (or group, if applicable) such that the Acquisition Proposal submitted by such Third Person (or group, if applicable) would no longer be a Superior Proposal; it being understood that a modification of an Acquisition Proposal submitted by a Third Person (or group) shall not, in and of itself, be deemed to be a withdrawal or termination of an Acquisition Proposal by such Third Person (or group).

“Superior Proposal” means any bona fide written proposal made by a third party after the date of the Merger Agreement to acquire more than 50% of the equity securities or consolidated total assets of Intricon and its subsidiaries, pursuant to a tender or exchange offer, a merger, a consolidation, business combination or recapitalization or a sale of its assets, (a) on terms which the Board of Directors determines in its good-faith judgment to be more favorable to the holders of Intricon common stock than the transactions contemplated by the Merger Agreement (after consultation with its financial and legal advisors), taking into account all the terms and conditions of such proposal and the Merger Agreement (including any written, binding offer by Parent to amend the terms of the Merger Agreement) that the Board of Directors determines to be relevant and (b) which the Board of Directors determines to be reasonably capable of being completed on the terms proposed, taking into account all financial, regulatory, legal and other aspects of such proposal that the Board of Directors determines to be relevant.

“Third Person” means any person or “group” (within the meaning of Section 13(d) of the Exchange Act), other than (a) Intricon or any of its controlled affiliates or (b) Parent, Merger Sub, the Altaris Funds or any of their respective affiliates or any “group” including Parent, Merger Sub, any Altaris Fund or any of their respective affiliates.

From the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Intricon has agreed not to, and to cause its subsidiaries and its and their respective representatives not to:

In addition, from the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Intricon will, and will cause its subsidiaries and its and their respective officers and directors to, and will instruct and cause each of its other representatives to, cease and cause to be terminated any discussions or negotiations with any person and its representatives that would be prohibited under the Merger Agreement, request the prompt return or destruction of all non-public information concerning Intricon and its subsidiaries previously furnished to any such Third Person (and such Third Person’s representatives) with whom a confidentiality agreement

with respect to an Acquisition Proposal was entered into at any time within the six-month period immediately preceding the No-Shop Period Start Date and will (i) cease providing any further information with respect to Intricon and its subsidiaries or any Acquisition Proposal to any such Third Person or its representatives; and (ii) terminate all access granted to any such Third Person and its representatives to any physical or electronic data room (or any other diligence access).

From the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, Intricon will be required to enforce, and will not be permitted to waive, terminate or modify, any provision of any standstill or confidentiality agreement that prohibits or purports to prohibit a proposal being made to the Board of Directors (unless the Board of Directors has determined in good faith, after consultation with its outside counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under applicable law).

From the No-Shop Period Start Date until Intricon’s receipt of the approval and adoption of the Merger Agreement and approval of the Merger at the Special Meeting, Intricon and the Board of Directors may, directly or indirectly, through one or more of their representatives, participate or engage in discussions or negotiations with, furnish any information (including non-public information) relating to Intricon, its subsidiaries or affiliates to, or afford access to the business, properties, assets, books, records or other information (including non-public information), or to any personnel, of Intricon, its subsidiaries or affiliates pursuant to an Acceptable Confidentiality Agreement to any Third Person or its representatives that has made or delivered to Intricon a bona fide Acquisition Proposal after the No-Shop Period Start Date, and otherwise facilitate such Acquisition Proposal or assist such Third Person (and its representatives) with such Acquisition Proposal (in each case, if requested by such Third Person), in each case with respect to an Acquisition Proposal that did not result from any material breach of the Merger Agreement; provided, that Intricon and its representatives may contact any Third Person with respect to an Acquisition Proposal (with a request that any response from such Third Person is in writing) to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (without the Board of Directors being required to make the determination in the following proviso at the time of seeking such clarification), it being agreed that if the Board of Directors receives any clarifications from such Third Person, the Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that, except as permitted by the immediately preceding proviso the Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, and the Board of Directors has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the foregoing actions would be inconsistent with its fiduciary duties pursuant to applicable law; and provided further that Intricon will promptly (and in any event within 24 hours) make available to Parent and its representatives any non-public information concerning Intricon, its subsidiaries or affiliates that is provided to any such Third Person or its representatives that was not previously made available to Parent prior to or substantially concurrently (but in no event later than 24 hours after) the time it is provided to such Third Person.

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of Intricon common stock vote “FOR” the proposal to approve and adopt the Merger Agreement and to approve the Merger. The Merger Agreement provides that the Board of Directors will not effect a Company Board Recommendation Change (as defined below) except as described below.

Except as provided below under “—Company Board Recommendation Change; Entry into Alternative Acquisition Agreement”, the Board of Directors may not cause or permit Intricon or any of its subsidiaries to enter into an Alternative Acquisition Agreement or take any action described in the following (any such action, a “Company Board Recommendation Change”):