OneWater Marine Inc. signs definitive agreement to acquire Ocean Bio-Chem, Inc.

OneWater Marine Inc. updates on its business operations © OneWater Marine Inc

OneWater Marine Inc. (NASDAQ: ONEW) ("OneWater" or the "Company") announced today that it has signed a definitive agreement to acquire Ocean Bio-Chem, Inc. (NASDAQ: OBCI) ("OBCI" or "Ocean Bio-Chem"), a leading supplier and distributor of appearance, cleaning, and maintenance products for the marine industry and the automotive, powersports, recreational vehicles, and outdoor power equipment markets, for $13.08 per share, in an all-cash transaction valued at approximately $125 million. As part of the transaction, OneWater will also acquire OBCI's affiliate, Star Brite Europe, Inc. Upon closing of the transaction, both OBCI and Star Brite Europe, Inc. will be integrated into T-H Marine Supplies, LLC, OneWater's subsidiary and strategic growth platform for parts and accessories businesses.

"Ocean Bio-Chem brings aboard a suite of iconic brands and consumable products to the OneWater portfolio, and we are thrilled that OBCI's experienced and highly regarded team will be joining us," said Austin Singleton, Chief Executive Officer for OneWater. "OneWater has made great strides in establishing a parts and accessories business, utilizing our acquisition platform to further enhance our higher-margin businesses, helping to insulate us from the industry cyclicality of new boat sales. With a demonstrated track record of growth, OBCI's shared values and consistent performance make it a tremendous addition to the OneWater family."

As a vertically integrated supplier, OBCI manufactures, markets, and distributes a broad line of products under Star brite®, Star Tron®, Odor Star®, Performacide®, and other brand names. In addition, OBCI provides private label production, blending, and packaging for many of its products. Ocean Bio-Chem's headquarters are located in Ft. Lauderdale, FL with a manufacturing plant in Montgomery, AL, shipping products globally.

"With OBCI's strong customer relationships, coupled with OneWater's robust portfolio of products and direct-to-consumer channels, we have an enormous opportunity to extend our reach and expand our parts and accessories business. We also see significant potential to drive further margin expansion as we capture operational efficiencies across the platform. Further, OBCI's private label consumable products for OneWater dealers will drive deeper customer engagements," added Mr. Singleton.

"We are excited to be joining a team as passionate about their business as we are. With OneWater's support and resources, we can implement promising new product lines. At the same time, we can also each leverage sales relationships across a combined portfolio to continue our histories of profitable growth," said Peter Dornau, Chief Executive Officer and President of Ocean Bio-Chem.

Ocean Bio-Chem's Board of Directors, based on the recommendation of a special committee of disinterested directors formed by the Board to evaluate the transaction, has unanimously approved the transaction.

Transaction Details

OneWater will finance the transaction with an extension of its term loan facility led by Truist Bank and has received a commitment letter to be executed following the transaction closing. The transaction is expected to close during the Company's fiscal fourth quarter 2022, which ends September 30, 2022, and is subject to usual and customary closing conditions as well as regulatory review and approval.

Butler Snow LLP and Vinson & Elkins LLP are acting as OneWater's legal counsel on the transaction. Houlihan Lokey is serving as financial advisor to the OBCI special committee, and Morgan, Lewis & Bockius LLP is acting as legal counsel to OBCI.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving OneWater and Ocean Bio-Chem. Ocean Bio-Chem will prepare an information statement for its shareholders containing the information with respect to the transaction specified in Schedule 14C promulgated under the Securities Exchange Act of 1934, as amended, and describing the proposed transaction. When completed, a definitive Information statement will be mailed to Ocean Bio-Chem's shareholders. Investors are urged to carefully read the information statement regarding the proposed transaction and any other relevant documents in their entirety when they become available because they will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC's website, www.sec.gov or from Ocean Bio-Chem's website at www.obci.com.