Compass Diversified (NYSE: CODI) ("CODI" or the "Company"), an
owner of leading middle market businesses, today announced that it
has entered into a definitive agreement to acquire BOA Technology
Inc. (“BOA”), creators of the award-winning BOA® Fit System,
delivering superior fit and performance in the Outdoor, Athletic,
Workwear and Medical Bracing markets worldwide, for a purchase
price of $454 million (excluding working capital and certain other
adjustments upon closing).
BOA was founded in 2001 with a revolutionary performance fit
system that transformed how snowboarders “dialed in” their boots
and offered a superior alternative to the traditional lace system.
Nearly two decades later, the BOA Fit System has become the leading
performance fit solution integrated into market-leading premium
brand partner products across an array of segments, including
snowboarding, cycling, golf, trail, hiking, mountaineering,
running, court sports, workwear and medical.
Designed to address the deficiencies found in traditional
closures, the BOA rotational dial-based fit system is superior to
traditional laces, buckles or straps, delivering a fast,
effortless, precision fit that improves performance for elite
athletes and enthusiasts. With more than 400 highly collaborative
global brand partners integrating BOA Fit Systems in performance
footwear, headwear and medical bracing products, and a large and
diverse intellectual property portfolio with nearly 160 patents
issued globally, BOA has established itself as a clear market
leader.
“BOA’s disruptive, innovative and high quality products are
utilized by millions of consumers around the world, and we are
pleased to partner with a true industry pioneer as the company
builds upon its mission to advance human performance,” said Elias
Sabo, CEO of Compass Diversified. “BOA has a proven, relentless
focus on excellence, a unique culture and a passion for innovation,
making the company an ideal addition to our diverse holdings.
Leveraging CODI’s permanent capital base, we are continuing to
strategically enhance our portfolio with rapidly growing companies
like BOA in the branded consumer space. With significant potential
for future growth across its major product categories, an in-depth
understanding of consumer needs and preferences and efficient
product development processes, we believe BOA is uniquely
positioned to capitalize on the many opportunities ahead and
increase market share across key industries.”
“Born out of a simple, yet innovative idea to dramatically
improve the fit and performance of snowboard lacing systems, BOA
has continued to push the boundaries of what is possible,
developing new ways to improve performance across a range of
products with the BOA Fit System,” said Shawn Neville, CEO of BOA.
“This announcement is a testament to the incredible dedication of
our global team and our great brand partners around the world, and
we look forward to working closely with the talented team at CODI
to build on our momentum. With significant operational experience,
global resources and a proven track record of collaborating with
and building leading branded consumer companies over the long term,
CODI is the right partner for BOA as we enter this exciting next
chapter in our growth story.”
Headquartered in Denver, with operations in Austria, China,
Japan and South Korea, BOA has built a talented team of more than
230 employees globally, as well as a strong infrastructure and
systems to support future growth. BOA’s new, state-of-the-art
Performance Fit Lab in Denver is pioneering new ways to enhance
performance through independent scientific studies, hands-on
research and biomechanical testing to quantitatively define and
measure the impact of the BOA Fit System on athletic
performance.
Following the close of the transaction, BOA will continue to be
led by Mr. Neville and its current leadership team. BOA will
maintain its headquarters in Denver, Colorado.
The acquisition is expected to close within the next 45 days,
subject to customary closing conditions. Harris Williams & Co.
served as exclusive financial advisor to BOA.
Additional information on the acquisition will be available in
CODI's current report on Form 8-K that will be filed with the
Securities and Exchange Commission (“SEC”).
Conference Call and Webcast
CODI will host an investor conference call and webcast with
slides to discuss the transaction today, Tuesday, September 22,
2020 at 4:30 p.m. Eastern. The conference call and corresponding
presentation will be available via a live listen-only webcast and
can be accessed through the Investor Relations section of CODI's
website, compassdiversified.com. If you wish to ask questions, you
may access the call using the following participation registration
link: http://www.directeventreg.com/registration/event/5872547.
Upon registering, each participant will be provided with call
details and a registrant ID.
You can access a replay of the teleconference at (800) 585-8367;
international callers use (416) 621-4642. The Conference ID # is
5872547. The teleconference replay will be available through
September 29, 2020.
About Compass Diversified (“CODI”)
CODI owns and manages a diverse family of established North
American middle market businesses. Each of its current subsidiaries
is a leader in its niche market.
CODI maintains controlling ownership interests in each of its
subsidiaries in order to maximize its ability to impact long-term
cash flow generation and value. The Company provides both debt and
equity capital for its subsidiaries, contributing to their
financial and operating flexibility. CODI utilizes the cash flows
generated by its subsidiaries to invest in the long-term growth of
the Company and to make cash distributions to its shareholders.
Our nine majority-owned subsidiaries are engaged in the
following lines of business:
- The design and marketing of purpose-built technical apparel and
gear serving a wide range of global customers (5.11);
- The manufacture of quick-turn, small-run and production rigid
printed circuit boards (Advanced Circuits);
- The manufacture of engineered magnetic solutions for a wide
range of specialty applications and end-markets (Arnold Magnetic
Technologies);
- The design and marketing of wearable baby carriers, strollers
and related products (Ergobaby);
- The design and manufacture of custom molded protective foam
solutions and OE components (Foam Fabricators);
- The design and manufacture of premium home and gun safes
(Liberty Safe);
- The design and manufacture of baseball and softball equipment
and apparel (Marucci Sports);
- The manufacture and marketing of portable food warming systems,
creative indoor and outdoor lighting, and home fragrance solutions
for the foodservice industry and consumer markets (Sterno);
and
- The design, manufacture and marketing of airguns, archery
products, optics and related accessories (Velocity Outdoor).
About BOA
Technology Inc. (“BOA
Technology”)BOA Technology creators of the revolutionary,
award-winning, patented BOA Fit System, partners with
market-leading brands to make the best gear even better. Delivering
fit solutions purpose-built for performance, the BOA Fit System is
featured in products across snow sports, cycling, hiking/trekking,
golf, running, court sports, workwear, medical bracing, and
prosthetics. The system consists of three integral parts: a
micro-adjustable dial, super-strong lightweight laces, and low
friction lace guides. Each unique configuration is engineered for
fast, effortless, precision fit, and is backed by The BOA
Guarantee. BOA Technology Inc. is headquartered in Denver, Colorado
with offices in Austria, Hong Kong, China, South Korea, and Japan.
For more information, visit BOAFit.com.
Forward Looking Statements
All non-historical statements in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements with regard to the future performance
of BOA and CODI and the anticipated closing of the transaction.
Words such as "believes," "expects," "projects," “potential,” and
"future" or similar expressions, are intended to identify
forward-looking statements. These forward-looking statements are
subject to the inherent risks and uncertainties in predicting
future results and conditions, some of which are not currently
known to us. In addition to factors previously disclosed in CODI’s
reports filed with the SEC, the following factors, among others,
could cause actual results to differ materially from
forward-looking statements: ability to obtain necessary approvals
and meet other closing conditions to the acquisition on the
expected terms and schedule; delay in closing the acquisition;
difficulties and delays in integrating BOA’s business or fully
realizing cost savings and other benefits; business disruption
following the proposed transaction; changes in the economy,
financial markets and political environment; risks associated with
possible disruption in CODI’s operations or the economy generally
due to terrorism, natural disasters, social, civil and political
unrest or the COVID-19 pandemic; future changes in laws or
regulations (including the interpretation of these laws and
regulations by regulatory authorities); general considerations
associated with the COVID-19 pandemic and its impact on the markets
in which we operate; and other considerations that may be disclosed
from time to time in CODI’s publicly disseminated documents and
filings. Further information regarding CODI and factors which could
affect the forward-looking statements contained herein can be found
in CODI’s annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K. Forward-looking statements
speak only as of the date they are made. Except as required by law,
CODI undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Investor Relations:The IGB Group Leon Berman
212-477-8438 lberman@igbir.com
Media ContactJonathan Keehner / Kate Thompson /
Julia SottosantiJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
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