CompoSecure to Become Publicly Traded Company Through Merger With Roman DBDR Tech Acquisition Corp. (DBDR)

April 19, 2021 7:52 AM EDT

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CompoSecure Holdings, L.L.C. (“CompoSecure”), a leading provider of premium financial payment cards and emergent provider of cryptocurrency storage and security solutions, and Roman DBDR Tech Acquisition Corp. (NASDAQ: DBDR) (“Roman DBDR”), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement. Upon closing of the transaction, the combined company (the "Company") will operate as CompoSecure, Inc. and plans to trade on the Nasdaq stock market. The transaction reflects a pro forma enterprise value for the Company of approximately $1.2 billion.

CompoSecure is a pioneer and category leader in premium payment cards and an emergent provider of cryptocurrency and digital asset storage and security solutions. Using proprietary manufacturing methods that meet high standards of quality and security, and leading-edge engineering capabilities and technologies, CompoSecure provides some of the world’s largest banks and financial institutions, such as J.P. Morgan Chase and American Express, with innovative products that elevate their customers’ experience. CompoSecure’s innovative cryptocurrency cold-storage and security solution, ArculusTM, leverages the Company’s 20-plus years of payment card technology and security expertise to advance cryptocurrency and other digital asset adoption. ArculusTM enables users to store and manage their digital assets using a highly secure payment card form factor and intuitive mobile wallet, incorporating a unique three-factor authentication system.

Jon Wilk, President and CEO of CompoSecure, stated, “We are excited to partner with Roman DBDR on our path to becoming a publicly traded company and we appreciate the ongoing support of our lead investor, LLR Partners, and our founders. CompoSecure’s mission has always been to help our clients offer their customers highly differentiated payment products and solutions which enable them to cultivate new customer acquisition, spending and retention. We have a bold vision for where we can take this business over the next five years, as we deliver superior solutions to the payments, cryptocurrency and broader digital asset marketplace, starting with the upcoming launch of our ArculusTM solution in the third quarter of 2021. As a public company, we will have access to new sources of capital for both organic and inorganic growth opportunities, and will continue investing in innovation to support our clients and our growth plan. It is a tremendous achievement to reach this milestone in our company’s history, and I look forward to working with our great team to continue to grow this business.”

Dr. Donald Basile, Co-CEO and Chairman of Roman DBDR, stated, “After reviewing numerous business combination opportunities, CompoSecure stood out as a leading platform company that is highly profitable and has technology ready to enable customers to take advantage of the blockchain and digital asset revolution. We found a broad ecosystem of hardware, software, payments and services capabilities, and look forward to building and scaling that ecosystem to an over billion dollar net revenue stream by 2025. Combining CompoSecure’s proven business, focus on innovation, superior manufacturing expertise and experienced management team with Roman DBDR’s track record of creating and scaling large market opportunities, we believe this company has significant long-term growth potential.”

Dixon Doll, Jr., Co-CEO of Roman DBDR, stated, “CompoSecure is a world-class platform for next generation payment technology, security, and cryptocurrency solutions. Its distinct value proposition has resulted in widespread adoption by major banks, financial institutions and emerging FinTechs to support their acquisition of payment card customers. We believe this is a platform company that can launch successfully into the digital asset and blockchain markets with a proven product.”

Mitchell Hollin, Partner at LLR Partners and Chairman of the Board of CompoSecure, stated, “Since our equity investment in 2015, CompoSecure has always demonstrated a clear vision for long-term growth and value creation and this transaction provides it with the opportunity to continue to expand its best-in-class products and solutions and accelerate its growth initiatives. We look forward to seeing CompoSecure’s continued success and growth as a public company.”

CompoSecure Investment Highlights

  • Established high-growth FinTech business addressing large market opportunities across payment cards, cryptocurrency and digital assets.
  • Trusted, highly embedded relationships with blue chip clients, including leading financial institutions (such as J.P. Morgan Chase and American Express), as well as FinTechs (such as N26 and Crypto.com), with a group revenue-weighted average client tenure of 12 years.
  • Products and technology solutions platform uniquely positioned to capitalize on fragmented cryptocurrency and broader digital asset markets.
  • Compelling financial profile with high growth, attractive margins and high cash flow generation – generated $261 million of Net Revenue and $116 million of Adjusted EBITDA in 2020 (44% Adjusted EBITDA Margin).
  • Proven and experienced management team, who will continue leading the combined company.

Transaction Summary

Under the terms of the proposed transaction, CompoSecure and Roman DBDR will merge with a pro forma combined enterprise value of approximately $1.2 billion. The cash components of the transaction consideration to CompoSecure’s equity holders will be funded by Roman DBDR’s cash in trust of approximately $236 million (assuming no redemptions) as well as a $175 million private placement financing of 7.00% exchangeable unsecured notes and common equity from institutional investors, led by funds and accounts managed by BlackRock and Highbridge Capital Management, which will close concurrently with the merger. The $130 million of exchangeable unsecured notes have a five year maturity and have a conversion price of $11.50, representing a 15% premium to the purchase price of the common shares. The balance of the consideration to CompoSecure’s equity holders will consist of equity in the pro forma Company. CompoSecure’s current equity holders will own approximately 60% of the pro forma company immediately after closing, assuming no redemptions.

The transaction is expected to close in the third quarter of 2021 and remains subject to approval by Roman DBDR stockholders, the expiration of the HSR Act waiting period, and other customary closing conditions. The Boards of Directors of both CompoSecure and Roman DBDR have unanimously approved the contemplated transaction.

Advisors

Financial Technology Partners and FTP Securities ("FT Partners") served as strategic and financial advisor to CompoSecure. J.P. Morgan Securities LLC and The Klein Group, LLC are acting as financial advisors to Roman DBDR. Goodwin Procter LLP is acting as legal counsel to Roman DBDR. Morgan, Lewis & Bockius LLP is acting as legal counsel to CompoSecure. ICR LLC is acting as investor relations advisor.

J.P. Morgan Securities LLC, Barclays and B. Riley Securities served as placement agents with respect to the private placement. B. Riley Securities is acting as capital markets advisor to Roman DBDR. Simpson Thacher served as counsel to the placement agents.

Conference Call and Presentation Information

Management of CompoSecure and Roman DBDR will host an investor call on April 19, 2021, at 9:00am ET to discuss the proposed transaction. The conference call will be accompanied by a detailed investor presentation.

For those who wish to participate, the domestic toll-free access number is 1-877-407-9716 (Conference ID: 13718957), or for international callers, 1-201-493-6779 (Conference ID: 13718957). A telephone replay will be available shortly after the call and can be accessed by dialing 1-844-512-2921 (Replay Pin Number: 13718957), or for international callers, 1-412-317-6671 (Replay Pin Number: 13718957).

A webcast of the call, along with this press release and the investor presentation are available in the “investor relations” section of Roman DBDR’s website at https://www.romandbdr.com/.

In addition, Roman DBDR will file the investor presentation with the SEC as an exhibit to a Current Report on Form 8-K prior to the call, which will be available on the SEC’s website at www.sec.gov.

About CompoSecure

Founded in 2000, CompoSecure is a pioneer and category leader in premium payment cards and an emergent provider of cryptocurrency and digital asset storage and security solutions. The company focuses on serving the affluent customers of payment card issuers worldwide using proprietary production methods that meet the highest standards of quality and security. The company offers secure, innovative, and durable proprietary products that implement leading-edge engineering capabilities and security. CompoSecure’s mission is to increase clients’ brand equity in the marketplace by offering products and solutions which differentiate the brands they represent, thus elevating cardholder experience. For more information, please visit www.composecure.com. ArculusTM was created with the mission to promote cryptocurrency adoption by making it safe, simple and secure for the average person to buy, sell and store cryptocurrency. With a strong background in security hardware and financial payments, the ArculusTM solution was developed to allow people to use a familiar payment card form factor to manage their cryptocurrency. For more information, please visit http://www.arculus.co.

About Roman DBDR Tech Acquisition Corp.

Roman DBDR is a special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. While the Company may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, it intends to focus its search on companies in the technology, media and telecom (“TMT”) industries. The Company is led by its Co-Chief Executive Officers, Dr. Donald G. Basile and Dixon Doll, Jr. The Company’s experienced board of directors includes former NVCA Chairman and longtime venture capitalist Dixon Doll, Global Net Lease (NYSE: GNL) CEO James L. Nelson, former fund manager Paul Misir, investment banker and investor Arun Abraham, and entrepreneur Alan Clingman. For more information, please visit https://www.romandbdr.com/. Roman DBDR raised $236 million in its initial public offering (inclusive of underwriter’s exercise of over-allotment option) in November 2020 and is listed on Nasdaq under the symbol “DBDR”.



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