Fox Factory acquires Race Face and Easton Cycling

Race Face Performance Products Ltd and Easton Cycling President, Chris Tutton, announces the sale of both cycling brands to Fox Factory Holding Corp. (NASDAQ: FOXF) (“FOX”).

“FOX is the perfect fit for Race Face/Easton. All three brands complement each other with our distinct high-performance product lines,” said Chris Tutton, President of Race Face/Easton. “The added operations, marketing, and engineering support from FOX will allow us to innovate faster while remaining focused on our core businesses.”

“We are very excited to complete the Race Face/Easton acquisition and welcome their team to the FOX family,” stated Larry L. Enterline, FOX’s Chief Executive Officer. “This transaction demonstrates the execution of our strategic initiatives to increase FOX’s product penetration into both existing and adjacent product categories to help drive our bike sales and profitability long-term. We look forward to leveraging our global marketing, engineering, distribution, and supply chain resources to collectively develop next-generation, high-performance bicycle ride dynamics solutions.”

Race Face / Easton operations will remain at the current Burnaby location with Tutton at the helm into the forseeable future. No changes to the operation are planned.

FOX will acquire Race Face/Easton in an asset purchase transaction for approximately $30.2 million. The transaction was financed with debt and includes a potential earn-out opportunity of up to a maximum of $17.4 million payable over the next two fiscal years contingent upon the achievement of certain performance-based financial targets. On a combined basis, Race Face/Easton generated approximately $23.6 million in unaudited net sales and unaudited Adjusted EBITDA of approximately $4.3 million in its fiscal year ended October 31, 2014. FOX expects Race Face/Easton revenue growth in the high single digit range, and expects to invest in Race Face/Easton to strengthen its infrastructure and maximize the long-term potential of the business. The Company plans to provide 2015 guidance along with its fourth quarter and fiscal 2014 earnings announcement. The Company anticipates the transaction to close by the end of 2014.