SOURCE: Aldila

Aldila

January 05, 2011 16:15 ET

Aldila Acquires Victory Archery

POWAY, CA--(Marketwire - January 5, 2011) - ALDILA, INC. (OTCQX: ALDA) (PINKSHEETS: ALDA) announced today it acquired substantially all of the assets of Miramar Strategic Ventures, LLC (MSV) used in its Victory Archery line of carbon fiber arrows and related archery products. The transaction closed on December 30, 2010.

Aldila, acting through its subsidiary Aldila Golf Corp., acquired substantially all of Victory Archery, a division of MSV. Included in the purchase were specified equipment, accounts receivable and inventory, as well as other tangible and intangible assets related to the archery line of business. Aldila assumed four contracts relating to sales and marketing activities and will be responsible under those agreements only for post-closing obligations. Aldila assumed no other liabilities in connection with the purchase. 

Aldila paid $2.3 million dollars and issued 104,319 shares of unregistered Aldila, Inc. common stock to MSV in payment for the assets. 

Aldila will also pay MSV an earn-out payment of 5.0% of any increase in quarterly gross sales (less returns) of archery products, with an annual reconciliation payment to bring the total earn-out payment to 10.0% of the increase above the gross sales (less returns) of archery products compared to the actual gross sales (less returns) in 2010. The earn-out obligation ends for sales after December 31, 2015.

The issuance of the Aldila common shares was exempt under SEC Rule 506. The number of shares was calculated using the average of the closing price on the 20 trading days prior to December 29, 2010 and a value of $500,000, yielding a price of $4.793/share. The shares are not registered, they are "restricted shares" saleable only under SEC Rule 144 or other applicable exemptions, and bear a legend indicating their un-registered status. MSV and Aldila have also agreed the shares may not be transferred prior to January 2, 2012. Aldila has a right of first refusal to re-purchase the shares if MSV desires to sell or transfer the shares. 

MSV, Martin Connolly, Tod Boretto and Spinergy, Inc., a Delaware corporation, all entered into non-competition agreements pursuant to which they will not compete, directly or indirectly, with Aldila in the manufacture or sale of carbon fiber arrows and related archery products worldwide for six (6) years after the Closing. Mr. Connolly and Mr. Boretto are key management employees of MSV and, together with Spinergy collectively own 38.33% of that company. Mr. Connolly and Mr. Boretto have also, with MSV's consent, entered into consulting agreements with Aldila to assist in the transition. Aldila and its affiliates, officers and directors, are not related to or associated with MSV, Mr. Connolly nor Mr. Boretto.

Aldila granted MSV a right of first negotiation if Aldila ceases to actively conduct the archery business at any time before December 31, 2015.

This summary of the transaction is not complete and is qualified in its entirety by reference to the complete text of the Asset Purchase Agreement and the related documents which have been filed on the OTC News and Disclosure Service, available at www.OTCQX.com

This press release contains forward-looking statements based on our expectations as of the date of this press release. These statements necessarily reflect assumptions that we make in evaluating our expectations as to the future. Forward-looking statements are necessarily subject to risks and uncertainties. Our actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of a variety of factors. Our filings with the Securities and Exchange Commission and OTC Disclosure and News Service present a detailed discussion of the principal risks and uncertainties related to our future operations, in particular our Annual Report on Form 10-K for the year ended December 31, 2009, under "Business Risks" in Part I, Item 1, and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in Part I, Item 7 of the Form 10-K, and reports on Form 10-Q and Form 8-K, all of which can be obtained at www.sec.gov. Our future filings will be included on the OTCQX U.S. Premier website, which can be found at www.otcqx.com.

The forward-looking statements in this press release are particularly subject to the risks that:

  • consumer discretionary spending will be flat or decline, which could have a material impact on our business;
  • our product offerings, including the NV®, VS Proto™, DVS®, VooDoo® and RIP™ shaft lines and product offerings outside the golf industry, will not achieve or maintain success with consumers or customers;
  • we will not maintain or increase our market share at our principal customers;
  • demand for clubs manufactured by our principal customers will decline, thereby affecting their demand for our shafts;
  • demand for composite materials by our principal customers will decline or fail to continue to grow;
  • the market for graphite shafts will continue to be extremely competitive, affecting selling prices and profitability;
  • our international operations will be adversely affected by political instability, currency fluctuations, export/import regulations or other risks typical of multi-national operations, particularly those in less developed countries;
  • the Company will not be able to acquire adequate supplies of carbon fiber at reasonable market prices;
  • acts of terrorism, natural disasters, or disease pandemics interfere with our manufacturing operations or our ability to ship our finished products.

For additional information about Aldila, Inc., please go to the Company's website at www.aldila.com.

Contact Information

  • Investor/Media Contacts:
    Scott M. Bier
    Vice President, CFO
    Sylvia J. Castle
    Investor Relations
    Aldila, Inc.
    (858) 513-1801