OneWater Marine Inc. (NASDAQ: ONEW) (“OneWater” or the “Company”)
announced today that it has signed a definitive agreement to
acquire Ocean Bio-Chem, Inc. (NASDAQ: OBCI) (“OBCI” or “Ocean
Bio-Chem”), a leading supplier and distributor of appearance,
cleaning, and maintenance products for the marine industry and the
automotive, powersports, recreational vehicles, and outdoor power
equipment markets, for $13.08 per share, in an all-cash transaction
valued at approximately $125 million. As part of the transaction,
OneWater will also acquire OBCI’s affiliate, Star Brite Europe,
Inc. Upon closing of the transaction, both OBCI and Star Brite
Europe, Inc. will be integrated into T-H Marine Supplies, LLC,
OneWater’s subsidiary and strategic growth platform for parts and
accessories businesses.
“Ocean Bio-Chem brings aboard a suite of iconic
brands and consumable products to the OneWater portfolio, and we
are thrilled that OBCI’s experienced and highly regarded team will
be joining us,” said Austin Singleton, Chief Executive Officer for
OneWater. “OneWater has made great strides in establishing a parts
and accessories business, utilizing our acquisition platform to
further enhance our higher-margin businesses, helping to insulate
us from the industry cyclicality of new boat sales. With a
demonstrated track record of growth, OBCI’s shared values and
consistent performance make it a tremendous addition to the
OneWater family.”
As a vertically integrated supplier, OBCI
manufactures, markets, and distributes a broad line of products
under Star brite®, Star Tron®, Odor Star®, Performacide®, and other
brand names. In addition, OBCI provides private label production,
blending, and packaging for many of its products. Ocean Bio-Chem’s
headquarters are located in Ft. Lauderdale, FL with a manufacturing
plant in Montgomery, AL, shipping products globally.
“With OBCI’s strong customer relationships,
coupled with OneWater’s robust portfolio of products and
direct-to-consumer channels, we have an enormous opportunity to
extend our reach and expand our parts and accessories business. We
also see significant potential to drive further margin expansion as
we capture operational efficiencies across the platform. Further,
OBCI’s private label consumable products for OneWater dealers will
drive deeper customer engagements,” added Mr. Singleton.
“We are excited to be joining a team as
passionate about their business as we are. With OneWater’s support
and resources, we can implement promising new product lines. At the
same time, we can also each leverage sales relationships across a
combined portfolio to continue our histories of profitable growth,”
said Peter Dornau, Chief Executive Officer and President of Ocean
Bio-Chem.
Ocean Bio-Chem’s Board of Directors, based on
the recommendation of a special committee of disinterested
directors formed by the Board to evaluate the transaction, has
unanimously approved the transaction.
Transaction Details
OneWater will finance the transaction with an
extension of its term loan facility led by Truist Bank and has
received a commitment letter to be executed following the
transaction closing. The transaction is expected to close during
the Company’s fiscal fourth quarter 2022, which ends September 30,
2022, and is subject to usual and customary closing conditions as
well as regulatory review and approval.
Butler Snow LLP and Vinson & Elkins LLP are
acting as OneWater’s legal counsel on the transaction. Houlihan
Lokey is serving as financial advisor to the OBCI special
committee, and Morgan, Lewis & Bockius LLP is acting as legal
counsel to OBCI.
Additional Information and Where to Find
It
This communication is being made in respect of
the proposed transaction involving OneWater and Ocean Bio-Chem.
Ocean Bio-Chem will prepare an information statement for its
shareholders containing the information with respect to the
transaction specified in Schedule 14C promulgated under the
Securities Exchange Act of 1934, as amended, and describing the
proposed transaction. When completed, a definitive Information
statement will be mailed to Ocean Bio-Chem’s shareholders.
Investors are urged to carefully read the information statement
regarding the proposed transaction and any other relevant documents
in their entirety when they become available because they will
contain important information about the proposed transaction. You
may obtain copies of all documents filed with the SEC regarding
this transaction, free of charge, at the SEC’s
website, http://www.sec.gov or from Ocean Bio-Chem’s
website at www.obci.com.
About OneWater Marine Inc.
OneWater Marine Inc. is one of the largest and
fastest-growing premium marine retailers in the United States.
OneWater operates a total of 96 retail locations, 10 distribution
centers/warehouses and multiple online marketplaces in 20 different
states, several of which are in the top twenty states for marine
retail expenditures. OneWater offers a broad range of products and
services and has diversified revenue streams, which include the
sale of new and pre-owned boats, finance and insurance products,
parts and accessories, maintenance, repair and other services.
About Ocean Bio-Chem, Inc.
Ocean Bio-Chem, Inc. manufactures, markets, and
distributes a broad line of appearance and maintenance products for
the marine, automotive, power sports, recreational vehicle, and
outdoor power equipment markets under the Star brite®, Star Tron®,
Odor Star® and other brand names within the United States of
America and Canada. The Company manufactures, markets, and
distributes a line of disinfectant, sanitizing and deodorizing
products under the Performacide® and Star brite® brand names. In
addition, the Company produces private label formulations of many
of its products for various customers and provides custom blending
and packaging services for these and other products.
Investor or Media Contact:Jack
EzzellChief Financial OfficerIR@OneWaterMarine.com
Cautionary Statement Concerning
Forward-Looking Statements
This press release may contain “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995, including regarding our strategy, acquisitions,
future operations, financial position, prospects, plans and
objectives of management, growth rate and its expectations
regarding future revenue, operating income or loss or earnings or
loss per share. In some cases, you can identify forward-looking
statements because they contain words such as “may,” “will,”
“will be,” “will likely result,” “should,” “expects,” “plans,”
“anticipates,” “could,” “would,” “foresees,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential,” “outlook” or “continue” or the negative of these words
or other similar terms or expressions that concern our
expectations, strategy, plans or intentions. These forward-looking
statements are not guarantees of future performance, but are based
on management's current expectations, assumptions and beliefs
concerning future developments and their potential effect on us,
which are inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Our expectations
expressed or implied in these forward-looking statements may not
turn out to be correct.
Important factors, some of which are beyond our
control, that could cause actual results to differ materially from
our historical results or those expressed or implied by these
forward-looking statements include the following: weather,
political, economic and market conditions; effects of industry wide
supply chain challenges and our ability to maintain adequate
inventory; changes in demand for our products and services, the
seasonality and volatility of the boat industry; our acquisition
and business strategies; the inability to comply with the financial
and other covenants and metrics in our credit facilities; cash flow
and access to capital; effects of the COVID-19 pandemic and related
governmental actions or restrictions on the Company’s business;
risks related to the ability to realize the anticipated benefits of
any proposed or recent acquisitions within the anticipated
timeframe or at all, including the risk that proposed or recent
acquisitions will not be integrated successfully; the timing of
development expenditures; and other risks. More information on
these risks and other potential factors that could affect our
financial results is included in our filings with the Securities
and Exchange Commission, including in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections of our Annual Report on Form 10-K
for the fiscal year ended September 30, 2021, which is on file with
the SEC and available from OneWater Marine’s website at
www.onewatermarine.com under the “Investors” tab, and in other
documents OneWater Marine files with the SEC. Any forward-looking
statement speaks only as of the date as of which such statement is
made, and, except as required by law, we undertake no obligation to
update or revise publicly any forward-looking statements, whether
because of new information, future events, or otherwise.
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