Dorman Products to Acquire SuperATV, a Leading Powersports Aftermarket Supplier

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The sale is expected to close later this year.

COLMAR, Pa., Aug. 18, 2022 (GLOBE NEWSWIRE) — Dorman Products, Inc. (the “Company” or “Dorman”) (NASDAQ:DORM), a leading supplier to the automotive aftermarket industry , today announced that it has entered into a definitive agreement to acquire Super ATV, LLC (“SuperATV”), for $490 million in cash at closing, plus an earn-out of up to $100 million in aggregate payable over a two-year period subject to certain performance targets being achieved in 2023 and 2024. When adjusted for approximately $45 million present value of estimated tax benefits, the transaction value before earnout is $445 million. The transaction is subject to customary closing conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close in the second half of 2022.

SuperATV is a leading independent supplier to the powersports aftermarket with a well-respected family of brands covering functional accessories and upgrades, as well as specialty vehicle replacement parts. SuperATV represents a unique opportunity to leverage Dorman’s “New to Aftermarket” engine in a very attractive and rapidly growing adjacent market, in line with Dorman’s strategic priorities. SuperATV generated $211 million in net sales in fiscal 2021. Dorman expects SuperATV acquisition to be immediately accretive to margins and Adjusted EPS, excluding one-time charges and amortization of intangibles related to the acquisition. Additionally, Dorman anticipates significant opportunities to catalyze incremental growth through new product innovation through its “New to the Aftermarket” engine.

The combined company is expected to be the premier powersports aftermarket platform with vertically integrated development, manufacturing and fulfillment capabilities. SuperATV’s omnichannel approach, which combines a leading direct-to-consumer platform and relationships through a network of more than 3,500 dealers and installers, enables customers to have access to the products they need where and when they choose to shop. SuperATV’s proven reputation for quality and innovation has cultivated a passionate and loyal following within the motorsports community.

Kevin Olsen, President and CEO of Dorman, said:

“This combination aligns with our strategy of diversifying our customer base and product offering by providing a compelling entry point to the large and rapidly growing powersports industry. Not only is SuperATV a leader in its field with an extensive portfolio of widely recognized brands and proprietary products, but they also have a very successful approach to new product innovation that closely aligns with Dorman’s business model.As a result, we are confident that we can Leveraging Dorman’s Playbook to Further Accelerate Growth We are delighted to welcome SuperATV to the Dorman family and are excited about the value the combined company will generate for our customers and shareholders.

Lindsay Hunt, President and CEO of SuperATV, commented:

“The combination of Dorman and SuperATV is extremely exciting. The resources and expertise provided by Dorman will enable us to accelerate our growth and reach our full potential by delivering an even better experience and more products our customers love. We look forward to becoming part of the Dorman family once the transaction is successfully completed. »

As part of the transaction, Dorman expects to obtain an additional $500 million credit facility under its existing credit agreement, which will result in less than 2.3x net leverage. The combined company’s cash flow generation should provide Dorman with the flexibility to continue to execute on its strategic priorities. Until the closing of the transaction, the two companies will operate independently.

An investor presentation containing additional information regarding the transaction is available on Dorman’s website at DormanProducts.com under “Investor Relations”.

About Dorman Products

Dorman gives repair professionals and vehicle owners greater freedom to repair cars and trucks. For more than 100 years, we’ve been developing new solutions for the automotive aftermarket, releasing tens of thousands of replacement products designed to save time and money, and increase convenience and reliability.

Founded and based in the United States, we are a pioneering global organization offering an ever-growing parts catalog, spanning light-duty, medium-duty, and heavy-duty vehicles, from chassis to body, underbody to underbody, and hardware to complex electronics. Discover our complete offer and learn more about DormanProducts.com.

About SuperATV

Founded in 2004, SuperATV employs highly skilled, industry-expert men and women in all facets of design, manufacturing, sales and distribution. SuperATV’s main family of exclusive brands include Assassinator Tires, Assault Industries, Black Ops, EZ STEER, Gear Driven Performance, Intimidator Tires, Keller Performance Products, RackBoss, REV1, Rhino, SandCat, Terminator Tires, Warrior Tires, X300 and XR Optic . SuperATV is recognized in the powersports aftermarket for its suspension, steering, gantry lifts, lighting, storage, vehicle protection, transmission, maintenance, accessories and other high quality product lines. quality.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to net sales, diluted and adjusted diluted earnings per share, gross profit, gross margin, adjusted gross margin, indebtedness, liquidity, growth of new products and outlook for the Company. Words such as “believe”, “demonstrate”, “expect”, “estimate”, “plan”, “anticipate”, “should”, “will” and “probable” and similar expressions identify forward-looking statements . However, the absence of these words does not mean that the statements are not forward-looking. In addition, statements that are not historical should also be considered forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements were made. These forward-looking statements are based on current expectations that involve a number of known and unknown risks, uncertainties and other factors (many of which are beyond our control). These risks, uncertainties and other factors relate to, among others: the impacts of COVID-19; competition and changes in the automotive aftermarket industry; changes in our relationship with, or loss of, any customer or supplier; our ability to develop, market and sell new and existing products; our ability to anticipate and respond to customer demand; our ability to purchase necessary materials from our suppliers and the impacts of any associated logistical constraints; financial and economic factors, such as our level of indebtedness, interest rate fluctuations and inflation; political and regulatory issues, such as changes in trade policy, the imposition of tariffs and climate regulations; our ability to protect our intellectual property and defend against any infringement claims; and our ability to protect our information security systems and defend against cyberattacks. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated, estimated or projected. These risks, uncertainties and other factors also include, but are not limited to: (i) the proposed transaction may not be completed or may be completed as expected; (ii) the costs associated with the proposed transaction may be higher than expected; (iii) the possibility that a governmental entity may prohibit, delay or refuse to grant necessary regulatory approval in connection with the proposed transaction; (iv) anticipated tax benefits may not be realized; (v) problems may arise in integrating the businesses of the two companies and the integration may fail; (vi) the combined companies may not be able to realize the anticipated synergies or the benefits of the transaction may take longer to materialize than expected; (vii) the business of either or both companies may be adversely affected by the uncertainties surrounding the proposed transaction, including disruption of relationships with customers, employees, suppliers or dealers; (viii) the combined companies may not operate as expected after closing; (ix) failure to enter into an additional $500 million credit facility or repay any borrowings thereunder; and (x) other risks beyond the control of either party. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated, estimated or projected. For additional information on factors that could cause actual results to differ materially from the information contained in this press release, reference is made to the information in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2021 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2022. The Company n is under no obligation (and expressly disclaims any obligation to) update the information contained in this press release, including, but not limited to, any situation in which any forward-looking statement subsequently proves to be inaccurate, whether whether as a result of new information, future events or otherwise.

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