Accelerates Transition to an E-commerce-Focused
Company Pursuing Profitable Growth Through GunBroker.com, the
Largest Online Marketplace for Firearms, Hunting and Related
Products
Sale Positions Company to Strengthen its Cash
Flow, Earnings and Value Creation Trajectory
AMMO, Inc. (Nasdaq: POWW, POWWP) (“AMMO,” “we,” “us,” “our” or
the “Company”), the owner of GunBroker.com, the largest online
marketplace for firearms, hunting and related products, today
announced it has entered into a definitive agreement to sell its
ammunition manufacturing assets to Olin Winchester, LLC (“Olin
Winchester”), a subsidiary of Olin Corporation (NYSE: OLN)
(“Olin”), for total cash consideration of $75 million, subject to
customary adjustments.
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This transaction, which was unanimously approved by AMMO’s Board
of Directors (the “Board”), is the culmination of a comprehensive
strategic review process during which the Company worked with
independent advisors to engage with an array of prospective buyers.
Upon completion of this transaction, the Company expects to focus
on growing and prioritizing the profitable, high-margin
GunBroker.com marketplace.
Christos Tsentas, Chair of the M&A Committee of the Board,
commented:
“Following a thorough process supported by our independent
financial and legal advisors, the Board determined that a sale of
AMMO’s ammunition manufacturing assets to Olin is in the best
interest of the Company’s stockholders and positions us for
long-term success. We believe the Company has significant
opportunities to grow and scale GunBroker.com as the e-commerce
space for the firearms and shooting sports industries continues
expanding. We expect this sale will enable us to capitalize on
these opportunities, while allowing the Company to become a more
focused, streamlined and profitable organization.”
Within GunBroker.com, the Company’s profitable e-commerce
segment, actions taken to improve the checkout process and upgrade
offered services in outdoor experiences have enhanced the customer
experience. The successful completion of this transaction is
expected to further simplify the business, while reinforcing AMMO’s
cash position to support expansion and thoughtful capital
allocation.
Transaction Details
The disposition will include AMMO’s 185,000 square foot
production facility and ballistic range located in Manitowoc,
Wisconsin. This facility utilizes a highly trained and dedicated
workforce committed to constantly improving all aspects of
production to ensure that customers receive the best possible
product. The Manitowoc facility and employees will complement Olin
Winchester’s existing production capabilities and benefit from
Winchester’s deep economies of scale and integration across the
commercial ammunition value chain – from raw material sourcing, to
projectiles, primers, and loading capabilities.
The closing of the transaction is subject to satisfaction of
customary conditions for a transaction of this nature and is
expected to be completed in the second calendar quarter of 2025.
AMMO will undertake rebranding process and complete a corporate
name change upon closing the transaction.
AMMO was advised by Baird and represented by Bryan Cave Leighton
Paisner LLP. Lake Street Capital Markets provided a fairness
opinion to the Board.
Updates on Independent Investigation
and Historical Financial Statements
As disclosed in a Form 8-K filed with the U.S. Securities and
Exchange Commission (the “SEC”) on September 24, 2024, a Special
Committee of the Board has retained a law firm to conduct an
independent investigation, focused on fiscal years 2020 through
2023, related to certain disclosure and accounting matters. The
independent investigation is in its final stages. Furthermore, the
Company previously disclosed that certain historical financial
statements and auditors’ reports previously filed by the Company
should no longer be relied upon. The Company expects to provide
investors with an update related to such financial statements in
the first calendar quarter of 2025.
About GunBroker
GunBroker is the largest online marketplace dedicated to
firearms, hunting, shooting and related products. Third-party
sellers list items on the site and Federal and state laws govern
the sale of firearms and other restricted items. Ownership policies
and regulations are followed using licensed firearms dealers as
transfer agents. Launched in 1999, the GunBroker.com website is an
informative, secure and safe way to buy and sell firearms,
ammunition, shooting accessories, and outdoor gear online.
GunBroker promotes responsible ownership of guns and firearms. For
more information, visit: www.gunbroker.com.
Cautionary Statement Concerning Forward-Looking
Statements
Statements contained or incorporated by reference in this press
release that are not historical, including statements relating the
expected timing, completion and effects of the proposed transaction
between AMMO and Olin Winchester, are considered “forward-looking
statements” within the meaning of the federal securities laws and
are presented pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as “target,” “believe,”
“expect,” “will,” “may,” “anticipate,” “estimate,” “would,”
“positioned,” “future,” and other similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, among
others, statements about the expected timing and structure of the
proposed transaction, the ability of the parties to complete the
proposed transaction, the expected benefits of the transaction, the
Company’s plans, objectives, expectations and intentions, and other
statements that are not historical facts. Instead, they are based
only on Company management’s current beliefs, expectations and
assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the Company’s control. Important factors that
could cause actual results to differ materially from those
described in forward-looking statements include, but are not
limited to, the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed transaction; the risk that any necessary approvals may not
be obtained or may be obtained subject to conditions that are not
anticipated; risks that any of the other closing conditions to the
proposed transaction may not be satisfied in a timely manner; risks
related to potential litigation brought in connection with the
proposed transaction; uncertainties as to the timing of the
consummation of the proposed transaction; unexpected costs, charges
or expenses resulting from the proposed transaction; risks related
to disruption of management time from ongoing business operations
due to the proposed transaction; failure to realize the benefits
expected from the proposed transaction; and effects of the
announcement, pendency or completion of the proposed transaction on
the ability of the parties to retain customers and retain and hire
key personnel and maintain relationships with their counterparties,
and on their operating results and businesses generally. Therefore,
investors should not rely on any of these forward-looking
statements and should review the risks and uncertainties described
under the caption “Risk Factors” in the Company’s Annual Report on
Form 10-K filed with the SEC on June 13, 2024, and additional
disclosures the Company makes in its other filings with the SEC,
which are available on the SEC’s website at www.sec.gov.
Forward-looking statements are made as of the date of this Current
Report on Form 8-K, and except as provided by law, the Company
expressly disclaims any obligation or undertaking to any updated
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250121458583/en/
For media: Longacre Square Partners Rebecca Kral
AMMO@longacresquare.com For investors: CoreIR Phone: (212) 655-0924
IR@ammo-inc.com
AMMO (NASDAQ:POWWP)
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