MasterCraft Boat Holdings, Inc. and Marine Products Corporation to combine

Marine Products Corporation logo © Marine Products Corporation

MasterCraft Boat Holdings, Inc. (NASDAQ: MCFT) ("MasterCraft"), a leading innovator, designer, and manufacturer of premium performance and leisure powerboats and Marine Products Corporation (NYSE: MPX) ("Marine Products"), a leading manufacturer of recreation and sport fishing powerboats, today announced that they have entered into a definitive agreement under which MasterCraft will acquire Marine Products in a cash and stock transaction valued at approximately $232.2 million, net of acquired cash.

• Combination of MasterCraft, Crest, Balise, Chaparral, and Robalo Creates a Portfolio of Leading Brands Across Four Distinct Categories, More Than Doubling Consumer Reach
• Expanded Geographic Coverage and Offerings to Unlock Growth Opportunities Through Complementary Coastal and Inland Dealer Networks
• Expected to Deliver Differentiated and Innovative New Products While Accelerating New Model Launches
• Attractive Financial Profile and Robust Balance Sheet to Drive Growth, Value Creation, and Focused Capital Allocation
• Expected to be Accretive to Adjusted EPS in Fiscal 2027
• MasterCraft to Host Conference Call at 8:30 AM ET to Discuss Second Quarter Results and Transaction Details

The combination of MasterCraft and Marine Products brings together two iconic, market leading American recreational marine companies. The combined company will benefit from a more diversified portfolio of leading brands - MasterCraft, Crest, Balise, Chaparral, and Robalo - in attractive categories supported by advanced product development and manufacturing platforms as well as an expanded dealer network. Underpinned by MasterCraft's innovation prowess and operational excellence, alongside Marine Products' best-in-class products and strong dealer relationships, the combined company will have the scale, reach, and product offerings to meet the evolving needs of boating enthusiasts across multiple categories.

Under the terms of the agreement, Marine Products shareholders will receive $2.43 per share in cash and 0.232 shares of MasterCraft common stock for each share of Marine Products they own. Based on MasterCraft's closing share price of $23.12 on February 4, 2026, this consideration implies a value of $7.79 per Marine Products share. The corresponding transaction value of $232.2 million represents approximately 7.2x Marine Products' expected EBITDA for the twelve months ending June 30, 2026, after adjusting for the elimination of approximately $6 million of public company costs and corporate overhead. Upon closing of the transaction, MasterCraft shareholders will own 66.5% and Marine Products shareholders will own 33.5% of the combined company. The transaction has been unanimously approved by the Boards of Directors of both companies and the Special Committee of the Board of Directors of Marine Products. The transaction is expected to be financed through combined cash on hand.

Brad Nelson, Chief Executive Officer of MasterCraft, said, "Today marks an exciting and transformational step for MasterCraft and Marine Products as we continue shaping the future of the marine industry together. We have long admired Marine Products and the success its team has achieved in creating a leading brand for recreational boaters with Chaparral and a leader in sport fishing boats with Robalo. Supported by both companies' proven category leadership, the combined company will serve an expanded customer base with diversified offerings, drive differentiated innovation, and deliver greater value for dealers and consumers."

Mr. Nelson continued, "Like MasterCraft, Marine Products has succeeded through boating industry cycles with a disciplined approach to managing production, inventory levels, and dealer health while maintaining a robust financial profile. Together, we will be well positioned to capitalize on growth opportunities, particularly as demand for our products recovers. We look forward to bringing Chaparral and Robalo on board as we embark on this new chapter, build on our shared legacies of excellence, and generate value for shareholders of the combined company."

Ben Palmer, Chief Executive Officer of Marine Products, said, "This transaction marks an exciting new chapter for Chaparral and Robalo, and is a testament to the hard work and dedication of our employees. We believe that MasterCraft will be a great steward of the combined business and an enthusiastic partner to our exceptional dealers and suppliers. In addition, the combination is structured to enable shareholders to continue to participate in the strength and upside potential of the combined company and benefit from a stronger institutional following."

Compelling strategic, operational, and financial benefits

The combined company is expected to deliver meaningful strategic, operational, and financial benefits including:

• A proven, diversified, and complementary portfolio of best-in-class brands. Bringing MasterCraft's category leadership in premium performance (MasterCraft) and leisure (Crest, Balise) together with Marine Products' market leadership in recreational (Chaparral) and sport fishing (Robalo) creates a more diversified offering to meet the needs of an expanded customer base.

• Compatible dealer networks and commercial organizations. Highly complementary coastal and inland dealer networks and commercial capabilities will enable the combined company to expand its presence in key geographies and enhance growth opportunities to drive long-term value.

• Enhanced manufacturing capabilities with robust technological innovation. The combined company's enhanced scale and capabilities are expected to support more efficient brand investment and enhanced innovation to drive growth. With powerful product development and manufacturing platforms, the combined company is expected to deliver differentiated and innovative new products while accelerating new model launches. Manufacturing facilities in Tennessee, Michigan, and Georgia are expected to enable the sharing of best practices to improve overall production efficiency, improve buying power, and provide operational flexibility for future growth.

• An attractive financial profile. On a pro forma basis for the twelve months ending June 30, 2026, the combined company is expected to generate net sales of approximately $560 million and adjusted EBITDA of approximately $64 million. The combination is also expected to drive enhanced operating margins over time, starting with the elimination of Marine Products' public company costs and corporate overhead, totaling approximately $6 million in annual net savings. After adjusting for the elimination of these expenses, MasterCraft management expects that the transaction will be accretive to adjusted EPS in Fiscal 2027. The combined company will have a robust balance sheet with no debt and significant capacity, providing enhanced financial flexibility to fund ongoing growth investments while maintaining a disciplined capital allocation framework.

Leadership and governance

Upon completion of the transaction, Mr. Nelson, Chief Executive Officer of MasterCraft, will serve as Chief Executive Officer of the combined company, and Scott Kent, Chief Financial Officer of MasterCraft, will serve as Chief Financial Officer of the combined company. MasterCraft expects to maintain the Chaparral and Robalo leadership teams, brands and employees as a separate operating unit.

Following closing, MasterCraft's Board of Directors will expand from seven to 10 directors and include three new directors. Roch Lambert will serve as Chair of the Board of the combined company.

The combined company will be headquartered in Vonore, Tennessee and will maintain the Chaparral and Robalo operating facilities in Nashville, Georgia.

Approvals and closing

The transaction is expected to close in the second calendar quarter of 2026, subject to approval by both MasterCraft and Marine Products shareholders and the satisfaction of other customary closing conditions.

LOR, Inc., Marine Products' majority shareholder, has entered into a voting agreement to vote in favor of the transaction at the Special Meeting of Marine Products shareholders to be held in connection with the transaction.

Second quarter fiscal 2026 earnings

In a separate press release issued today, MasterCraft reported its second quarter fiscal-year 2026 financial results. MasterCraft's press release is available at investors.mastercraft.com. Marine Products also reported its fourth-quarter and full-year 2025 financial results today, which is available on its website at www.marineproductscorp.com.

Conference call and webcast information

MasterCraft will host a conference call and live webcast to discuss both the transaction and its second quarter 2026 results, today, February 5 at 8:30 AM ET. Participants may access the conference call live via webcast on the investor section of MasterCraft's website, investors.mastercraft.com, by clicking on the webcast icon. To participate via telephone, please register in advance here. Upon registration, all telephone participants will receive a confirmation email detailing how to join the conference call, including the dial-in number along with a unique passcode and registrant ID that can be used to access the call. A replay of the conference call and webcast will be archived on MasterCraft's website.

Advisors

Wells Fargo is acting as exclusive financial advisor to MasterCraft and King & Spalding LLP is serving as legal counsel. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to MasterCraft. Truist Securities is serving as exclusive financial advisor to Marine Products, and Alston & Bird LLP is serving as legal advisor. Potter Anderson & Corroon LLP is serving as legal counsel to the Special Committee of the Marine Products board. Gagnier Communications LLC is serving as strategic communications advisor to Marine Products. McDermott Will & Schulte LLP is serving as legal advisor to LOR, Inc.