In what has to be considered the worst kept secret on the Interwebs, it was finally confirmed today that Smith & Wesson division of American Outdoor Brands Corp. is buying suppressor maker Gemtech (Gemini Technologies). The Firearm Blog announced it as breaking news on Sunday, July 2nd, and many people posted this to Facebook including myself.
Given that AOBC is a public company, SEC Regulation FD requires "companies to distribute material information in a manner reasonably designed to get that information out to the general public broadly and non-exclusively." A purchase of this magnitude would certainly have been "material". I kept looking for a news release on AOBC's investor relations website as well as for a 8-K filing on the SEC's website regarding this purchase. 8-K filings usually are simultaneous with new releases though a company has up to four business days to make the filing. I could not find anything official on the purchase of Gemtech.
While I assumed that there was indeed a transaction that was going to take place, not having official confirmation told me one of two things. First, that the transaction wasn't a done deal yet and maybe there was a snag in the negotiations. Second, it could have meant - and I think this is what happened here - that someone, somewhere jumped the gun on the announcement and violated a non-disclosure agreement.
I think the timing is right for both companies involved. S&W competitors Ruger and SIG both now produce their own suppressor lines. So, too, does Remington with their AAC division. The purchase of Gemtech now allows S&W into the game at a significant level without having to start from scratch. It may also signify a vote of confidence on the part of AOBC and S&W that the Hearing Protection Act will pass as either a stand alone bill or as part of the SHARE Act.
According to Gemtech's website, they have been in the suppressor business since 1976. While I don't know how the ownership of Gemtech is structured, I'm guessing that what we are seeing here is a situation similar to that of Crimson Trace. The founder(s) have reached a point where they want to relax a bit and this gives them the opportunity to cash out while still maintaining a presence. Thus, the purchase of Gemtech by S&W becomes a win-win situation for all involved.
The official release is below and notes that the current CEO of Gemtech, Ron Martinez, will stay on as General Manager.
SPRINGFIELD, Mass., July 5, 2017 /PRNewswire/ -- American Outdoor Brands Corporation (NASDAQ Global Select: AOBC), a leading manufacturer of firearms and a provider of quality accessory products for the shooting, hunting, and rugged outdoor enthusiast, today announced that its firearms business, Smith & Wesson Corp., has agreed to acquire substantially all of the assets of Gemini Technologies, Incorporated ("Gemtech"), a provider of high quality suppressors and accessories for the consumer, law enforcement, and military markets.
James Debney, President and CEO of American Outdoor Brands, said, "Gemtech is widely recognized for producing some of the finest rifle and pistol suppressors in the market. Gemtech's strong product development capabilities, combined with our experience in brand management and our manufacturing expertise, will help us to efficiently develop both firearms and suppressors, minimizing our time to market for both product categories. We view this acquisition as opportunistic, allowing us to enter the suppressor category, which resonates strongly with our core firearm consumer, at a time when the market is particularly soft. These elements combine to make Gemtech an excellent fit with our long term strategy."
The company intends to complete the acquisition of Gemtech utilizing cash on hand and expects the transaction to close this summer. Ron Martinez, President of Gemtech, will continue in his leadership role as General Manager, heading up the company's strong team located in Eagle, Idaho.
UPDATE: On Monday I had written Liz Sharp, VP for Investor Relations at AOBC, inquiring why there was no release on the purchase of Gemtech and asked if the info had leaked prior to the official release. I got a response back last night after I had written this post. It seems that since AOBC didn't buy Gemtech but just their assets it was not considered "material".
Hello, John, and thank you for the inquiry. Yes, Smith & Wesson will purchase the assets of Gemtech in a transaction that we plan to close this summer. Since the transaction is an asset purchase and not deemed to be material, we announced the transaction internally to our employees prior to the holiday, and externally via a press release this morning. ... We believe this is a great fit with our strategy. Please let me know if I can help further, and thanks again for the inquiry.
That is an 'interesting' way to say it...
ReplyDelete