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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 311.3 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.