Invisa, Inc (OTCQB: INSA) (“Invisa” or the “Company”) announced
today the acquisition of Uniroyal Engineered Products, LLC
(“Uniroyal”) and Engineered Products Acquisition Limited (“EPAL”),
the holding company for Wardle Storeys (Group) Limited (“Wardle
Storeys”) for a combined purchase price of $55 million in a
combination of newly issued and assumed, perpetual non-convertible
preferred stock and a nominal number of shares of common stock.
The acquisitions enable Invisa to diversify its business into
the global vinyl coated fabrics market through Uniroyal’s well
established business and brand names and Wardle Storeys’ strong
presence in the European markets. The combination of Uniroyal’s
growing presence in the U.S. automotive market with Wardle Storeys’
well-established and growing position in the European automotive
market provides the Company with an international footprint to
compete in the growing global automotive market and expand its
non-automotive businesses to new foreign markets.
Uniroyal and Wardle Storeys each have more than 50 years of
experience in manufacturing, marketing and innovating coated
fabrics, which are an alternative to leather, cloth and synthetic
fabrics used in the automotive, industrial equipment, upholstery,
hospitality, healthcare and recreation industries.
Post-acquisition, the Company’s consolidated pro-forma revenue for
the fiscal year ended December 29, 2013 was approximately $104
million and $50 million for the six months ended June 29, 2014. The
Company now has approximately 409 employees world-wide and leases
approximately 480,000 sq. ft. of manufacturing space in Stoughton,
Wisconsin and Earby, England. All existing management of Uniroyal
and Wardle Storeys will remain in place.
Post-acquisition, the Company’s revenue is derived approximately
65% from the automotive industry and approximately 35% from the
recreational, industrial, indoor and outdoor furnishings,
hospitality and healthcare markets.
Through the transactions, Invisa was able to complete the
acquisition of Uniroyal and Wardle Storeys without diluting its
current shareholder base. Following the acquisitions of Uniroyal
and EPAL, Invisa had an aggregate of approximately 14.5 million
primary shares of common stock outstanding together with
outstanding shares of Series A, B and C Convertible Preferred
Stock, resulting in approximately 19.3 million fully diluted
shares.
Edmund C. King, Invisa’s CEO, said “We are pleased to announce
the acquisition of Uniroyal and Wardle Storeys. We believe that
these acquisitions position Invisa as a leader in the coated
fabrics market with strong brand recognition and a history of
product innovation. With established revenue in this growth
industry, significant cash flow, and proven management, we are
excited about Invisa’s future.”
Howard R. Curd, CEO of Uniroyal, added, “The acquisitions
announced today create a new globally integrated, publically traded
leader in the coated fabrics market. We are enthusiastic regarding
Uniroyal’s next generation technology and expect to benefit from
the synergies, scale and global reach provided by the combination
of Uniroyal’s growing North American business with Wardle Storeys’
long-term position in the European automotive market. We believe
that our strong brand names, diversified product catalogue, new
technology offerings, global footprint and established revenue are
the foundation of a long-term growth opportunity.”
The foregoing summary is qualified by a more complete
description of the acquisition and contribution agreements
contained in a Current Report on Form 8-K filed with the U.S.
Securities and Exchange Commission.
About Uniroyal:
Uniroyal is a leading manufacturer of vinyl coated fabrics that
are durable, stain resistant, cost-effective alternatives to
leather, cloth and other synthetic fabric coverings. Uniroyal’s
revenue was derived approximately 50% from the automotive industry
and approximately 50% from the recreational, industrial, indoor and
outdoor furnishings, hospitality and healthcare markets. Uniroyal
reports that total sales for the fiscal year ended December 29,
2013 were $54 million and $26 million for the six months ended June
29, 2014. Uniroyal, headquartered in Sarasota, Florida, has 187
employees and leases approximately 230,000 sq. ft. of manufacturing
space in Stoughton, Wisconsin.
Uniroyal provides specialized materials with performance
characteristics customized to the specifications of the end user.
Products are complemented with technical and customer support for
the use of Uniroyal’s products in a manufacturing environment.
Uniroyal’s products are differentiated by unique protective top
finishes, adhesive backings and transfer print capabilities.
Additional process capabilities include embossing grains and
patterns, and rotogravure printing that imparts character prints
and non-registered prints. Uniroyal’s products are distinguished by
certain technologically advanced properties that offer superior
performance in a wide variety of applications as alternatives to
leather, cloth, and other synthetic fabric coverings. For example,
for recreational products, that are used outdoors, such as boats,
personal watercraft, golf carts and snowmobiles, UEP sells a
Naugahyde® product that is designed primarily for weather-ability.
It also manufactures Naugahyde® products that can withstand
powerful cleaning agents, which are widely used in hospitals and
other medical facilities. Flame and smoke retardant Naugahyde®
vinyl coated fabrics are used for a variety of commercial and
institutional furniture applications, including hospital furniture
and school bus seats,
In the domestic automotive market, Uniroyal generally sells its
coated fabrics to custom fabricators, which use Uniroyal’s coated
fabrics to make finished products such as seats and door panels,
which are then sold to automobile manufacturers.
Uniroyal markets its textured coatings products under several
nationally recognized brand names, including NAUGAHYDE®, NAUGAFORM®
and DURAN®; its cleaning agent-resistant coated fabrics under the
name BEAUTY GARD®; and its flame and smoke retardant coated fabrics
under the brand name FLAME BLOCKER™. Uniroyal sells its coated
fabrics primarily through four national sales representatives, who
are employees of Uniroyal.
About Wardle Storeys:
Wardle Storeys manufactures PVC foils and textured coated
fabrics in its Earby, Lancashire, England, facility. Approximately
85% of Wardle Storeys’ revenue is from sales to European automotive
manufactures which is diversified among a broad range of products,
including, seating, door panels, head rests, fascia, gear lever
covers, sun visors and storage space covers. Wardle Storeys'
remaining sales are to contract manufacturers for a wide range of
other industrial applications. Wardle Storeys total sales for the
twelve months ended December 31, 2013 were $50 million and $24
million for the six months ended June 29, 2014. Wardle Storeys,
headquartered in Earby, England, has 222 employees and leases an
approximately 250,000 sq. ft. manufacturing facility adjacent to
its headquarters.
In-house design and innovative product development are key
features of this export-oriented business. Wardle Storeys provides
an experienced styling service from concept through to production.
The business also has a components division that manufactures
automotive water shedders, wheel disk covers and sun visors.
Wardle Storeys and its predecessors have been supplying vinyl
coated fabrics to the European automotive marketplace for
approximately fifty years. By spreading its applications widely
across a number of models and particular applications, Wardle
Storeys seeks to reduce its dependence on a particular part for
model changes or updates.
Wardle Storeys’ non-automotive products, which comprise
approximately 20% of its sales volume, include printed PVC sheets
for baby stroller and nursery markets and PVC coated fabrics for
contract furniture in the UK and Europe. Other sectors include
health care equipment (including wheelchair seating), boats (hull
lining and seating) and public transport seating. Prestigious
programs in which Wardle Storeys’ products have been involved
include the Wembley and Old Trafford stadiums.
Wardle Storeys’ trademarked coated fabric products include
Amblon®, Ambla®, Velbex® Cirroflex® , Vynide® and Plastolene® .
Wardle Storeys generally sells its coated fabrics to custom
fabricators, who use Wardle Storeys’ coated fabrics to make
finished products such as seats and door panels, which are then
sold to automobile manufacturers. The automobile manufacturers
generally designate Wardle Storeys as the preferred supplier to the
custom fabricators.
Wardle Storeys manufactures its coated fabrics products at its
250,000 sq. ft. facility in Earby, England, which is leased from a
non-affiliate.
About Invisa:
Invisa (OTCQB: INSA) manufactures and markets proprietary safety
sensing products for the parking gate market under the brand name
SmartGate®. Invisa’s safety system generates an invisible
protective field that moves with and precedes the potentially
hazardous leading edge of powered gates.
Forward Looking Statements:
Statements in this press release that are not strictly historical
in nature constitute “forward looking statements.” Such statements
include, but are not limited to, statements about Invisa, Uniroyal,
Wardle Storeys and/or the combined entity, events occurring after
the date hereof and any other statements relating to the
post-acquisition company or activities or opportunities pre or post
acquisition. Such statements may include, without limitation,
statements with respect to the Company’s plans, objectives,
expectations and intentions and other statements identified by
words such as “may,” “could,” “would,” “should,” “believes,”
“expects,” “anticipates,” “estimates,” “intends,” “plans” or any
similar expression. Such forward-looking statements involve known
and unknown risks, uncertainties, and other factors that may cause
the actual results of Invisa, Uniroyal, Wardle Storeys and/or the
combined entity to be materially different from historical results
or from any results expressed or implied by such forward-looking
statements. These factors include, but are not limited to the
benefits, risks, uncertainties, difficulties or delays related to
the acquisitions and activities or conduct of the businesses after
the acquisitions. All forward-looking statements are qualified in
their entirety by this cautionary statement and none of Invisa,
Uniroyal nor Wardle Storeys undertakes any obligation to revise or
update this press release to reflect events, developments or
circumstances after the date hereof.
Invisa Corporate
Contact:Elizabeth Henson,
941-870-3950lhenson@invisa.comorInvisa
Public Relations:TTC Group, Inc.Vic Allgeier,
646-290-6400vic@ttcominc.com
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