10:03:49 EDT Fri 26 Apr 2024
Enter Symbol
or Name
USA
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Decisive Dividend Corp
Symbol DE
Shares Issued 12,634,819
Close 2022-10-03 C$ 4.39
Market Cap C$ 55,466,855
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Decisive Dividend acquires ACR Heat for $8.3-million

2022-10-03 09:33 ET - News Release

Mr. Jeff Schellenberg reports

DECISIVE DIVIDEND CORPORATION ANNOUNCES THE ACQUISITION OF ACR HEAT PRODUCTS LIMITED

Decisive Dividend Corp. has acquired ACR Heat Products Ltd. for $8.3-million. ACR Heat Products, located in Birmingham in the United Kingdom, manufactures Ecodesign Ready wood-burning, multifuel and gas stoves and sells them primarily in the United Kingdom. It also manufactures electric stoves, electric fireplaces and outdoor pizza ovens. The acquisition represents the latest chapter in Decisive's buy, build and hold business model, supporting growth and yield for the corporation's investors.

ACR was founded in 2004, has a well-established brand in the United Kingdom marketplace, and is known for its high-quality and attractively designed products. It distributes these products at accessible price points that drive a strong value proposition for its customers. Given soaring energy prices throughout Europe, ACR's products are an attractive choice for individuals looking for supplementary heating sources for their homes. As a result, ACR is experiencing robust demand for its products, similar to what Decisive's subsidiary Blaze King is experiencing in North America. Further, with its Ecodesign Ready models, ACR is well positioned for the transition to stronger emission standards being developed in the United Kingdom and across Europe.

The acquisition is fully financed and is anticipated to be immediately accretive to Decisive's earnings. For the trailing 12-month period ended June 30, 2022, ACR generated $10.2-million in sales, $1.9-million in net profit and $2.3-million in adjusted EBITDA (earnings before interest, taxes, depreciation and amortization). These figures represent a 13-per-cent increase relative to the corporation's reported sales and a 24-per-cent increase to its reported adjusted EBITDA for the same period.

This acquisition is the second completed by Decisive in 2022 and the first add-on acquisition completed by Decisive in an industry in which it has previously invested. ACR has a dedicated and experienced management team led by Jason Searle, ACR's managing director, who has extensive experience in the wood stove industry in the U.K. and across Europe. Decisive is also pleased to announce that Alan Murphy, the president of Blaze King, has been named as head of Decisive's hearth division while continuing to operate as president of Blaze King. Mr. Murphy, along with the rest of the management team at Blaze King, has led Blaze King through significant growth since Decisive acquired it in 2015. Mr. Searle and his team will continue to manage ACR on a stand-alone basis going forward while Mr. Searle will report to Mr. Murphy directly. Decisive looks forward to the benefits that may result from this organizational structure for both ACR and Blaze King as they work together to drive the growth of their respective businesses.

The acquisition is subject to the terms and conditions of a share purchase agreement which provided for a base purchase price of $7.7-million, plus upward adjustments of $600,000 for working capital in excess of negotiated targets, and up to an additional 2.75 million pounds sterling (approximately $4.2-million based on the exchange rate published by the Bank of England on Sept. 29, 2022) in cash payments contingent on ACR achieving certain earnings targets over the next three years. The base purchase price reflects the historical earnings of ACR and represents a multiple of approximately 5.3 times the average adjusted EBITDA of ACR over the last three years.

On closing, the aggregate $8.3-million base purchase price and working capital adjustment was paid $7.6-million in cash and $700,000 in common shares of Decisive. The cash consideration was financed with the proceeds of Decisive's recently announced private placement, which closed on Sept. 27, 2022, for gross proceeds of $7.6-million. The share consideration was financed through the issuance of 166,790 common shares of Decisive (representing 475,000 pounds sterling, at the exchange rate published by the Bank of England on Sept. 29, 2022, divided by $4.31, being the volume-weighted average trading price of the common shares of Decisive for the 10-day trading period ended Sept. 30, 2022). The common shares are held in escrow and are scheduled to be released at one-third per year in October, 2023, 2024, and 2025, respectively. No finder's fee or commission was paid by Decisive in connection with the acquisition.

Jeff Schellenberg, chief executive officer of Decisive, noted:

"When we first engaged with the vendors of ACR, Tony and Martyn Ryan, we immediately sensed a strong alignment between our business model and what they were looking for in a new home for their business. Tony and Martyn are exactly the type of exiting, legacy-minded business owners we are looking to complete business ownership transitions with. Tony and Martyn have done an excellent job to prepare the business for this ownership transition and we are excited to be able to work with Jason Searle to preserve Tony and Martyn's legacy while building on it to drive this business forward into the future.

"A key element of our acquisition strategy is to pursue opportunities to add-on businesses in industry sectors that we have had success in. Given the success of Blaze King, we feel that the hearth sector is a great place for us to start. On top of this, with its dealer distribution network driving recurring streams of revenue and low capital intensity resulting from its engagement of third party manufacturers to build its products, ACR is a tremendous fit for Decisive's dividend-paying business model."

Mr. Murphy, hearth division head and president of Blaze King, stated:

"It is an exciting time to operate in the renewable energy side of the hearth industry. I am looking forward to working with Jason and the ACR team as we explore the future possibilities and growth opportunities for ACR, Blaze King and Decisive."

Mr. Ryan, founder of ACR, noted:

"ACR has a rich history and I am proud of what we have achieved since we started over 30 years ago. We are extremely excited to watch the business grow under the ownership of Decisive; their understanding of the sector, strong values and principled approach were key factors in deciding to partner with them."

The attached table sets forth the pro forma combined financial information of Decisive after giving effect to the acquisitions completed by it in 2022 (being ACR and Marketing Impact Ltd. (MIL)), for the trailing 12-month period ended June 30, 2022.

Decisive is continuing to evaluate further acquisition opportunities in its healthy and growing pipeline of potential targets and looks forward to providing updates to its shareholders as a result of these efforts.

About Decisive Dividend Corp.

Decisive Dividend is an acquisition-oriented company, focused on opportunities in manufacturing. The corporation's purpose is to be the sought-out choice for exiting legacy-minded business owners, while supporting the long-term success of the businesses acquired and, through that, creating sustainable and growing shareholder returns. The corporation uses a disciplined acquisition strategy to identify already-profitable, well-established, high-quality manufacturing companies that have a sustainable competitive advantage, a focus on non-discretionary products, steady cash flows, growth potential and established, strong leadership.

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