Black Diamond to acquire POC
Black Diamond, Inc. announced today (June 7) that it has entered into a definitive agreement to acquire POC Sweden AB, a Stockholm-based designer and manufacturer of protective gear for action sports including ski racing and other wither sports.
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. POC equipment is currently used by World Cup racers Bode Miller, Julia Mancuso, Steven Nyman and many of the Swedish National Team’s top racers. Freeskiers Tanner Hall and T.J. Schiller also POC equipment.
The transaction is expected to close in June 2012.
"POC and Black Diamond were both founded as solutions-based companies, focused on providing unmatched personal protection for active outdoor athletes," said Peter Metcalf, President and CEO of Black Diamond, which manufactures a broad range of outdoor equipment for campers, climbers and winter sports athletes. "We believe POC is one of the most innovative, fastest-growing and hottest brands in action sports protective gear today and a strong strategic addition to the Black Diamond platform."
For its fiscal year ended April 30, 2012, POC's unaudited total revenues were approximately $22.5 million, an increase of approximately 35% over the prior year, in spite of a warm and dry winter globally.
Under the terms of the definitive agreement, Salt Lake City, Utah-based Black Diamond will purchase POC for 311 million Swedish kronor (SEK) or approximately $43.5 million. At closing, Black Diamond will deliver approximately 460,000 shares of BDE common stock and approximately $40.0 million in cash depending upon the SEK/USD exchange rate at closing. Black Diamond has committed an additional estimated $12.5 million payable in a series of significant, long-term, performance-based incentives payable to management, structured as compensation, with multiple measurement and payment dates over a six and a half year period. The expected total of $12.5 million in compensatory incentive payments are predicated upon aggregate POC contribution margin expected from a 30% compounded annual growth of POC's revenue. Any such performance payments shall be offset by gains imbedded in the vested portion of an employee stock option pool comprised of 500,000 options with exercise prices ranging from $13.00 to $16.00 per share.
"Given POC's mission to save lives and reduce the consequences of accidents for gravity sports athletes, partnering with a highly capable and energetic company like Black Diamond greatly enhances our ability to better serve our worldwide community of users,” said POC founder and CEO, Stefan Ytterborn. “In Black Diamond we have truly found our match in terms of 'hearts and brains.' We are excited to join forces as one company, bringing together extraordinary talent and commitment to excellence, along with our deeply shared values and purpose."
Images by Gepa