AirBoss to Acquire BlackBox Biometrics®, Developer of Blast Gauge® System
NEWMARKET, Ontario, March 08, 2021 (GLOBE NEWSWIRE) — AirBoss of America Corp. (TSX: BOS) (the “Company” or “AirBoss”) today announced that its subsidiary AirBoss Defense Group (“ADG”) has agreed to acquire 100% ownership of BlackBox Biometrics, Inc. (“B3”) (the “Agreement”), developer of the revolutionary Blast Gauge System of lightweight wearable blast overpressure sensors which have been outfitted on U.S. Special Forces, Army, and SWAT teams across the U.S. AirBoss currently holds a minority interest in B3 and exclusive sales rights of the Blast Gauge System to the U.S. military.
Pursuant to the Agreement, ADG will acquire B3 for up to US$27 million, to be satisfied through US$7 million of cash upon closing and up to US$20M in royalties over eight years, based on revenues earned by ADG from B3 products. The transaction is subject to customary closing conditions and is expected to close during the second quarter of 2021.This acquisition will allow ADG to offer solutions to help protect people worldwide from exposure to cumulative brain trauma. B3 is a leading technology company focused on preserving health, transforming behavior, and optimizing performance. Its sensor systems monitor, record, and analyze blast and impact events to protect warfighters, first responders, and athletes. From training to deployment, B3 technologies capture the data that drives change. Its products include the Blast Gauge System for militaries and law enforcement and its athlete-focused Linx IAS® product, which empowers parents, coaches, and players with real-time feedback on potential concussion-causing impacts. These products capture and interpret complex data associated with concussive events to ensure faster and more accurate treatment and provide health care professionals globally with better research for advancing the study of traumatic brain injury (TBI). In January, the U.S. Small Business Administration announced B3 one of the winners of the prestigious Tibbetts Award for their accomplishments in the development of cutting-edge technologies.“The acquisition of B3’s proprietary technology and deep technical expertise, combined with ADG’s manufacturing expertise and global customer relationships puts us in a strong position to drive adoption of B3’s products with our customer-base in the domestic and international military and health care markets,” said Chris Bitsakakis, President of AirBoss. “Additionally, the acquisition enables us to protect B3’s technology from competing interests while opening up a new market for ADG as we expand our products further into non-military applications. This acquisition will further our strategy of providing a diverse portfolio of protective equipment that spans the entire survivability spectrum for military, law enforcement, first responders, health care and other industries.”ADG anticipates a potentially significant escalation in usage of the Blast Gauge System in the coming years, due in part to the National Defense Authorization Act for Fiscal Year 2020, which included requirements for the Pentagon to document blast exposure in troop medical histories including date, duration and measured blast pressure. The direction by the U.S. Congress comes as clinical specialists draw clearer associations between repetitive blast overpressure exposure and adverse effects on the brain and vital organs. With miniature sensors, waveform algorithms, and exportable databases, the Blast Gauge System provides the tools necessary to catalog the harmful pressure loading that service members experience in execution of their duties. When armed with a service-wide database of incident metrics, unit leaders can refine tactics to mitigate unnecessary exposures, military health experts can prescribe more accurate treatments, and veterans can receive the comprehensive long-term care they have earned.The Blast Gauge System is a set of three lightweight wearable sensors that measure blast overpressure. The captured data is analyzed and stored on data monitoring software to help improve future operations, training, and research. Blast Gauge sensors enable military and civilian agencies to monitor all blast-exposed personnel and reduce risk by informing blast safety protocols and establishing preventative blast safety. B3 has spent nearly a decade working with premier technology development agencies including the Defense Advanced Research Projects Agency (DARPA) and Marine Corps Systems Command (MARCORSYSCOM) to test and refine its personnel mounted monitoring systems. More than 200,000 Blast Gauge Systems, across multiple generations of development, have been fielded in support of the U.S. military and law enforcement agencies, including allies in over 20 countries.About B3Founded in 2011 in Rochester, N.Y., B3 is the industry leader in individual blast dosimetry, an important foundation for advanced research into the mechanisms of blast-related brain injury for soldiers and first responders. Developed in conjunction with Defense Advanced Research Projects Agency (DARPA), the Blast Gauge is a small sensor device worn by warfighters to measure blast exposure and cue medics for initial response. Prior to the Blast Gauge, there was nothing available to measure the blasts that often cause undetectable head injuries, leaving soldiers and medical personnel forced to face the effects of such injuries with inconsistent and subjective data. Following initial deployment by the U.S. Army in 2011, unexpected data revealed that 75% of blast events occurred from service members using their own heavy weapons during training and combat. Additionally, research emerged suggesting repetitive low-level blast exposures might cause as much harm to the warfighter’s brain as a single, larger blast exposure. The Blast Gauge System was subsequently upgraded to improve the gauge’s ability to measure low-level blasts, add a wireless data transmission capability, and more. Today, the sensors coupled with proprietary software now capture and interpret complex data associated with blast-related concussive events to ensure faster and more accurate treatment for those serving on the frontlines, and better research for advancing the study of traumatic brain injury (TBI). Links between blast exposure and TBI or post-traumatic stress disorder (PTSD) have been made by the Department of Defense, the Department of Veteran Affairs, and the Centers for Disease Control. B3 has also developed the Linx IAS®, a small light device wearable by athletes during activity, to address the issue of concussions in sports by enabling anyone to receive immediate and cumulative impact data on a smartphone or tablet. Athletes, coaches, and parents can get notified the moment a potential concussion-causing impact occurs during practice or a game and doctors and trainers can benefit from the crucial information gathered to more accurately triage and treat any head injuries. Linx IAS® was declared a 2015 CES Innovation Awards 3-time Honoree winner in the categories of Wearable Technologies; Tech for a Better World; and Fitness, Sports & Biotech.About AirBossAirBoss of America Corp. is a group of complementary businesses supplying custom compounded rubber, survivability solutions and anti-vibration components to a diverse group of customers globally. AirBoss Rubber Solutions is a top-tier North American custom rubber compounder with 500 million turn pounds of annual capacity. AirBoss Defense Group manufactures and supplies a growing array of Chemical, Biological, Radioactive, Nuclear and Explosive (“CBRN-E”) protective solutions and is a leading provider of personal protective equipment to governments, militaries and frontline healthcare workers both in the U.S. and internationally. AirBoss Engineered Products is a supplier of innovative anti-vibration solutions to the North American automotive market. The Company’s shares trade on the TSX under the symbol BOS. Visit www.airboss.com for more information.Chris Bitsakakis, President or Gren Schoch, Chairman and CEO at 905-751-1188.AIRBOSS FORWARD LOOKING INFORMATION DISCLAIMERCertain statements contained or incorporated by reference herein, including those that express management’s expectations or estimates of future developments or AirBoss’ future performance, constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, and can generally be identified by words such as “will”, “may”, “could” “expects”, “believes”, “anticipates”, “forecasts”, “plans”, “intends” or similar expressions. 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Numerous factors could cause actual results to differ materially from those in the forward-looking information, including without limitation: impact of general economic conditions notably including its impact on demand for rubber solutions and products; dependence on key customers; global defense budgets, notably in the Company’s target markets, and success of the Company in obtaining new or extended defense contracts; cyclical trends in the tire and automotive, construction, mining and retail industries; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; AirBoss’ ability to maintain existing customers or develop new customers in light of increased competition; AirBoss’ ability to successfully integrate acquisitions of other businesses and/or companies or to realize on the anticipated benefits thereof; changes in accounting policies and methods, including uncertainties associated with critical accounting assumptions and estimates; changes in the value of the Canadian dollar relative to the US dollar; changes in tax laws and potential litigation; ability to obtain financing on acceptable terms; environmental damage and non-compliance with environmental laws and regulations; impact of global health situations; potential product liability and warranty claims and equipment malfunction. COVID-19 could also negatively impact the Company’s operations and financial results in future periods. There is increased uncertainty associated with future operating assumptions and expectations as compared to prior periods. As such, it is not possible to estimate the impacts COVID-19 will have on the Company’s financial position or results of operations in future periods. While the direct impacts of COVID-19 are not determinable at this time, the Company has a credit facility as at December 31, 2020 that can provide financing up to US$60,000,000. This list is not exhaustive of the factors that may affect any of AirBoss’ forward-looking information. All of the forward-looking information in this press release is expressly qualified by these cautionary statements. Investors are cautioned not to put undue reliance on forward-looking information.All subsequent written and oral forward-looking information attributable to AirBoss or persons acting on its behalf are expressly qualified in their entirety by this notice. Forward-looking information contained herein is made as of the date of this press release and, whether as a result of new information, future events or otherwise, AirBoss disclaims any intent or obligation to update publicly this forward-looking information except as required by applicable laws. Risks and uncertainties about AirBoss’ business are more fully discussed under the heading “Risk Factors” in our most recent Annual Information Form and are otherwise disclosed in our filings with securities regulatory authorities which are available on SEDAR at www.sedar.com.