AirBoss Of America Corp.
TSX : BOS

AirBoss Of America Corp.

September 30, 2013 18:34 ET

AirBoss of America Corp. To Acquire Flexible Products Co.

NEWMARKET, ONTARIO--(Marketwired - Sept. 30, 2013) - AirBoss of America Corp. (TSX:BOS) (the "Company" or "AirBoss"), announced today that it has entered into an agreement to acquire all the shares of Flexible Products Co. ("Flexible Products"), a privately-owned U.S. company that is a leading supplier of innovative and cost-effective anti-vibration solutions to the North American automotive market. The acquisition is expected to be immediately accretive to the Company's earnings and cash flows. Flexible Products is expected to generate sales of between US$100 and $110 million and Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") of between US$8 and $9 million for the year ended December 31, 2013. We welcome the management team and employees of Flexible Products to the AirBoss group of companies and look forward to their continuing commitment to customer service.

AirBoss will acquire Flexible Products through an all cash transaction valued at approximately US$51 million, subject to working capital adjustments. The acquisition is expected to be immediately accretive to the Corporation's earnings per share and free cash flow per share.

"We are pleased to announce the strategic acquisition of Flexible Products, which will provide an expanded product offering and diversification of revenue and cash flow," said Mr. Robert Hagerman, President and CEO of AirBoss. "We believe Flexible Product's anti-vibration solutions are well positioned to benefit from future trends in the automotive market, most notably the demand for higher fuel efficiency driving the increased use of new powertrain technologies, engine downsizing and high strength steels and alternative materials."

Doug Reid, the President of Flexible Products stated, "I am proud of the significant growth and development of Flexible Products over the years. The dedication of our people has enabled Flexible Products to become a leader in the automotive anti-vibration solutions market and we see the sale to AirBoss as the natural progression to further growth. Our company has had several opportunities to accelerate its growth by supporting its customers in other geographic regions such as Mexico, South America and Asia. AirBoss has the scale and capital required to take advantage of such opportunities in the future."

Acquisition Highlights

  • The all cash purchase price is approximately US$51 million, subject to working capital changes.
  • The acquisition will be financed with debt, with the Company entering into a new debt facility with a consortium of financial institutions and by its existing bankers. Following completion of the transaction there will be approximately $30 million in undrawn facilities still available.
  • Flexible Products designs, engineers and manufactures rubber and synthetic rubber products, such as bushings, dampers, boots, and isolators that are used to eliminate or control undesired vibration and noise, to enhance interior comfort, quality, increase the durability of a vehicle, and improve the overall experience of a vehicle's passengers.
  • Flexible Products has a commercial, engineering and manufacturing presence in Auburn Hills, MI, with 311,000 square feet of manufacturing space split between 3 facilities
  • Acquisition provides revenue and cash flow diversification within AirBoss' Rubber Compounding segment.

Following the closing, Mr. Reid and the existing Flexible Product's management team will continue to run the day to day operations.

The acquisition, which is expected to close on October 16, 2013, is subject to customary closing conditions.

National Bank Financial Inc. is acting as financial advisor to AirBoss, while Davies Ward Phillips & Vineberg LLP is serving as AirBoss' legal counsel. Donnelly Penman & Partners is acting as financial advisor to Flexible Products.

Conference Call and Webcast Information

AirBoss will host a conference call and a live internet webcast along with a slide presentation on Tuesday, October 1, 2013 at 10 am EDT to discuss the acquisition. Please follow the link on our website or at www.marketwire.com under webcasts or dial in to the following numbers: 416-340-2216 or Toll Free: 1-866-226-1792. Direct Replay Access number: 1-800-408-3053.

About AirBoss of America Corp.

AirBoss of America Corp. develops, manufactures, and sells high quality, proprietary rubber-based products offering enhanced performance and productivity to transportation, military and industrial markets. With a capacity to supply over 250 million pounds of rubber annually to a diverse group of rubber manufacturers, AirBoss is also one of North America's largest custom rubber compounding companies. The Corporation's shares trade on the TSX under the symbol BOS. Visit www.airbossofamerica.com.

Forward-Looking Information:

Certain statements contained or incorporated by reference herein, including those that express management's expectations or estimates of future developments or AirBoss' future performance, constitute "forward-looking statements" within the meaning of applicable securities laws, and can generally be identified by words such as "will", "may", "could" "expects", "believes", "anticipates", "forecasts", "plans", "intends" or similar expressions. These statements are not historical facts but instead represent management's expectations, estimates and projections regarding future events and performance.

Forward-looking statements are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. AirBoss cautions that such forward-looking statements involve known and unknown contingencies, uncertainties and other risks that may cause AirBoss' actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by those forward-looking statements. Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation: impact of general economic conditions; its dependence on key customers; cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; AirBoss' ability to maintain existing customers or develop new customers in light of increased competition; changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage caused by it and non-compliance with environmental laws and regulations; potential product liability and warranty claims and equipment malfunction. This list is not exhaustive of the factors that may affect any of AirBoss' forward-looking statements.

All of the forward-looking information in this press release is expressly qualified by these cautionary statements. Investors are cautioned not to put undue reliance on forward-looking statements. All subsequent written and oral forward-looking statements attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, AirBoss disclaims any intent or obligation to update publicly these forward-looking statements except as required by applicable laws. Risks and uncertainties about AirBoss's business are more fully discussed in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the 2012 Annual Report to Shareholders under the heading "Risk Factors".

Contact Information

  • AirBoss of America Corp.
    R.L. Hagerman
    CEO
    905-751-1188

    AirBoss of America Corp.
    Robert Dodd
    Executive VP
    905-751-1188

    AirBoss of America Corp.
    Stephen Richards
    CFO
    905-751-1188
    www.airbossofamerica.com