Black Diamond to Acquire POC

by Brian Mullin on June 7, 2012

Wow, this is some hot news. It’s being covered all over the blogsphere, from the ski websites all the way to NASDAQ. I think it’s a great combination of two companies that I greatly admire, with excellent technical know how and business savvy.


Black Diamond to Acquire Rapidly Growing Developer of Protective Gear for Action Sports, POC Sweden AB
Management to Discuss Acquisition at Annual Stockholders Meeting
Available via Teleconference and Webcast on June 8 at 8:30 A.M. ET

Black
Diamond, Inc. (NASDAQ: BDE) (the “Company” or “Black Diamond”)
announced that it has entered into a definitive agreement to acquire POC
Sweden AB (“POC”), a Stockholm-based designer and manufacturer of
protective gear for action sports athletes.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.


POC, renowned for its research and
innovation, is the recipient of numerous industry awards, including the
Grand Prize for Active Safety in the prestigious Volvo ISPO Sports
Design Award competition. POC’s patented technology continues to set new
standards for construction, material combinations and engineering for
personal protection.

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, 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.

The common stock to be issued at closing is
subject to a lock-up agreement restricting sales for two years and will
be pledged to Black Diamond as security for indemnification claims under
the definitive agreement. The transaction is expected to close in June
2012 and is expected to be accretive to Black Diamond earnings per share
in 2013.

“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. “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.”
“We
expect POC to benefit significantly from Black Diamond’s robust
operational infrastructure which is tailored to highly engineered,
life-dependent products, including our rigorous level of QA/QC testing
and compliance, manufacturing and engineering acumen, and global
distribution platform,” continued Metcalf. “POC’s product line developed
for the alpine and free-ride ski, mountain and road bike
markets—including their paradigm-changing innovations in helmet
design—provides us an array of products that expand the breadth of our
multi-seasonal offerings. Along with their innovative POC Lab and
valuable intellectual property, POC fits our ultimate vision of bringing
together the best and brightest companies in terms of product design,
aesthetics, culture and commitment to the customers we serve.”

POC
founder and CEO, Stefan Ytterborn, commented: “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. 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.”

Teleconference and Webcast
Black Diamond will provide further discussion of the transaction at its
annual meeting of stockholders, which will be held in the Dolby
Screening Room at 1350 Avenue of the Americas in New York City on June
8, 2012 at 8:00 a.m. Eastern time.

Stockholders of record at the
close of business on April 25, 2012 are entitled to vote at the meeting.
Attendees must register prior to the meeting with Liolios Group by
contacting Cody Slach at 1-949-574-3860 or via email at BDE@liolios.com.
As
part of the meeting, the Company will host an investor presentation
beginning at 8:30 a.m. Eastern time. Management will discuss the
Company’s recent financial results, its growth strategy and the proposed
acquisition of POC.

The presentation will be available to listen
to live via telephone and webcast, with callers able to participate in
the question and answer session following the investor presentation. The
webcast will include a slideshow.

Please
call the conference telephone number 5-10 minutes prior to the start
time. An operator will register your name and organization.

If you
have any difficulty connecting with the conference call or viewing the
slideshow, please contact Cody Slach or Greg Falesnik at the Company’s
investor relations firm, Liolios Group, at 1-949-574-3860 or via email
at BDE@liolios.com.

A telephone replay of the presentation will be available after 11:00 a.m. Eastern time on the same day and until June 22, 2012.

Toll-free replay number: 1-877-870-5176 International replay number: 1-858-384-5517 Replay pin number: 4544986

The webcast replay will be available via the link above and in the investor section of Black Diamond’s website at www.blackdiamond-inc.com.

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.

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