Cadre Holdings (CDRE) Enters $106.5M Unit Purchase Agreement

On February 16, 2024, Cadre Holdings (NYSE: CDRE) and Safariland, LLC (the “Purchaser” and together with the Company, the “Purchaser Parties”), a wholly owned subsidiary of the Company, entered into a Unit Purchase Agreement (the “Purchase Agreement”) by and among Alpha Safety Holdings, LLC (the “Seller”) and Alpha Safety Intermediate, LLC (the “Target” and together with the Seller, the “Seller Parties”), pursuant to which the Seller agreed to sell all of the issued and outstanding units of the Target to the Purchaser. The Target is engaged in the business of designing and manufacturing nuclear waste handling, transportation, and storage products, as well as radioactive material identification, protection, and alarms systems and services, including onsite support services, for commercial and governmental sectors (the “Business”). The Company has agreed to guarantee the obligations of the Purchaser under the Purchase Agreement. Capitalized terms not otherwise defined herein shall have their respective meanings as set forth in the Purchase Agreement

Under the terms of the Purchase Agreement, the Purchaser has agreed to pay $106.5 million in cash at closing for the Target, which is subject to adjustment, including customary adjustments for working capital, indebtedness, and transaction expenses. At the closing, $750,000 of the purchase price will be deposited with an escrow agent and will be available to the Purchaser Parties to satisfy any adjustment to the purchase price owed to the Purchaser Parties resulting from the closing working capital adjustment pursuant to the Purchase Agreement.

The Purchase Agreement includes customary (a) representations and warranties of the parties, (b) covenants, including covenants with respect to actions to be taken prior to the closing, including, among others, that the Target conduct and operate the Business in the ordinary course consistent with past practice until the closing of the transaction and not engage in certain kinds of activities or transactions during such period, and (c) indemnities. The Purchaser has obtained a conditionally bound representation and warranty insurance policy that will provide coverage for certain losses incurred as a result of inaccuracies or breaches of certain representations and warranties of the Seller Parties contained in the Purchase Agreement, provided that the recovery under such policy is subject to certain exclusions, policy limits and certain other terms and conditions, all as more fully described in the Purchase Agreement. The Seller Parties shall not have any liability whatsoever in respect of any such inaccuracies or breaches (or any losses or liabilities resulting therefrom), other than in the case of Fraud.

The obligations of the parties to consummate the transaction are subject to the satisfaction or waiver of customary closing conditions, including (a) the absence of any judgment, decree, order or Law entered, enacted, enforced or promulgated, or any other action taken by any Governmental Authority, if any of which would prevent the performance or the consummation of the Purchase Agreement or the consummation of any of the transactions contemplated thereby, (b) the accuracy of the representations and warranties of the parties to the Purchase Agreement, (c) the Governmental Consents shall have been obtained or deemed to have been obtained under applicable Law, (d) entry into the Escrow Agreement, and (e) other customary closing conditions.

Until the closing of the transactions contemplated by the Purchase Agreement or its earlier termination, the Target agreed not to solicit or initiate or continue any discussions or negotiations with, or provide any non-public information or documentation to, any Person (other than the Purchaser and its Affiliates) concerning the Company, or enter into any definitive agreement with any Person (other than the Purchaser and its Affiliates) effecting an Acquisition Transaction. The Purchase Agreement also contains covenants relating to taxes, employee matters and other customary covenants.

You May Also Be Interested In

• Citi agrees to acquire rewards platform Kard Financial
• Bitwise partners with Superstate to explore tokenized ETF shares
• Wison Engineering wins $4B gas processing contract in Abu Dhabi