Black Diamond, Inc. (NASDAQ: BDE) (the “Company” or “Black Diamond”) has successfully completed the acquisition of POC Sweden AB (“POC”), a Stockholm-based developer and manufacturer of protective gear for action sports athletes.
Under the terms of the definitive purchase agreement, Black Diamond acquired POC for a total consideration valued at 311 million Swedish kronor (SEK) or approximately $44.9 million. This was comprised of 460,065 shares of Black Diamond common stock and approximately $40.6 million in cash based upon the SEK/USD ($) exchange rate as of the closing date. The Black Diamond common stock issued at closing is subject to a lock-up agreement restricting sales for two years and is pledged to Black Diamond as security for indemnification claims under the definitive purchase agreement.
The transaction also includes an estimated $12.5 million in long-term, performance-based incentives payable to POC management, based upon multiple measurement and payment dates over a period of six and a half years. Additional details about the transaction are available in the initial press release issued on June 7, 2012.
POC will join Black Diamond Equipment and Gregory Mountain Products as the third discrete company operating from Black Diamond’s powerful outdoor equipment and lifestyle platform.
“Completing this transaction is an incredibly exciting achievement for both Black Diamond and POC,” said Peter Metcalf, President and CEO of Black Diamond. “We have brought together two fast-growing, sport and lifestyle-defining companies that reach millions of outdoor enthusiasts around the world. Like Black Diamond, POC possesses a true passion for delivering brilliantly engineered products that are designed to improve the safety, comfort and performance of individuals engaged in outdoor sports and activities. As a result, POC brings to the table highly valuable IP in products that complement and expand our multi-seasonal offerings. We look forward to sharing the progress of our integration in our upcoming second quarter earnings call.”
POC founder and CEO, Stefan Ytterborn, commented: “Joining forces with Black Diamond represents an important step in the global expansion of the POC brand. Our new global infrastructure—rooted in the pursuit of engineering life-dependent products—is expected to greatly advance the development and appeal of our products. We believe Black Diamond allows us to better serve our customers and fulfill our quest to be one of the best developers of personal protection products for ‘gravity sports’ athletes in the world, in terms of both the quality of our products and the quantity of our sales.”
Founded in 2004, POC produces and distributes to 27 countries advanced-design helmets, body armor, goggles, eyewear, gloves and apparel for action or gravity sports, like skiing, snowboarding and cycling, with a particular emphasis on safety and protection.
About POC Sweden AB
POC Sweden AB was founded on a strong mission to seek to do everything possible to save lives and reduce the consequences of accidents for gravity sports athletes by developing and continually renewing what personal protection is all about. In many ways, POC believes it has set a new standard when it comes to technical solutions, construction, material combinations and engineering, with patented solutions to increase its athletes’ degree of protection. POC’s line of products is sold in 27 countries worldwide and includes helmets, body armor, goggles, eyewear, gloves and apparel. POC also has a retail store in Chamonix, France. For additional information, please visit www.POCsports.com.
About Black Diamond, Inc.
Black Diamond, Inc. is a global leader in the design, manufacturing and marketing of innovative active outdoor performance products for climbing, mountaineering, backpacking, skiing and other active outdoor recreation activities for a wide range of year-round use. The Company's principal brands, Black Diamond® and Gregory™, are iconic in the active outdoor industry and linked intrinsically with the modern history of these sports. Black Diamond is synonymous with performance, innovation, durability and safety that the climbing, mountaineering, skiing and backpacking communities rely on and embrace in their active lifestyle. Headquartered in Salt Lake City at the base of the Wasatch Mountains, the Company's products are created and tested on some of the best alpine peaks, crags and trails in the world. These close connections to the Black Diamond lifestyle enhance the authenticity of the Company's brands, inspire product innovation and strengthen customer loyalty. The Company's products are sold by leading specialty retailers in the U.S. and 50 countries around the world. For additional information, please visit the Company's websites at www.blackdiamond-inc.com, www.blackdiamondequipment.com, or www.gregorypacks.com.
Please note that in this press release we may use words such as “appears,” “anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” and similar expressions which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based on our expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements. Potential risks and uncertainties that could cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied by forward-looking statements in this press release include, but are not limited to, the overall level of consumer spending on our products; general economic conditions and other factors affecting consumer confidence; disruption and volatility in the global capital and credit markets; the financial strength of the Company's customers; the Company's ability to implement its growth strategy; the Company's ability to successfully integrate and grow acquisitions; the Company's ability to maintain the strength and security of its information technology systems; stability of the Company's manufacturing facilities and foreign suppliers; the Company's ability to protect trademarks and other intellectual property rights; fluctuations in the price, availability and quality of raw materials and contracted products; foreign currency fluctuations; our ability to utilize our net operating loss carryforwards; and legal, regulatory, political and economic risks in international markets. More information on potential factors that could affect the Company's financial results is included from time to time in the Company's public reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. All forward-looking statements included in this press release are based upon information available to the Company as of the date of this press release, and speak only as of the date hereof. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this press release.