Aldila Acquires Victory Archery
January 05 2011 - 4:15PM
Marketwired
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.
Investor/Media Contacts: Scott M. Bier Vice President, CFO
Sylvia J. Castle Investor Relations Aldila, Inc. (858) 513-1801
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