Announcement

AirBoss Creates AirBoss Defense Group Through Merger of AirBoss Defense and Critical Solutions International, Inc.

Davies is acting for AirBoss of America Corp. to form a new defense business, AirBoss Defense Group, through the merger of its AirBoss Defense business and other operations in Acton Vale, Quebec with privately owned, U.S.-based Critical Solutions International, Inc. (CSI), in a transaction valued at approximately US$132.7 million. The newly launched AirBoss Defense Group will be well positioned to deliver a full spectrum of survivability products to service members and first responders around the world.

A leading global supplier to U.S. and foreign military forces, Critical Solutions Holdings (CSH) will contribute all of the shares of CSI to the newly formed business, and AirBoss will contribute shares in AirBoss Engineered Products Inc. and membership interests of Immediate Response Technologies, LLC to the newly formed business. AirBoss will receive 55% of the equity in AirBoss Defense Group and US$60 million and CSH will receive 45% of the equity in the AirBoss Defense Group.

This transaction, which creates an array of potential opportunities to diversify and grow the defense business through innovation and integration, is expected to close during the second half of 2019. It is subject to customary closing conditions and to regulatory approval, including approval by The Committee on Foreign Investment in the United States.

The Davies team working on this transaction includes Brett Seifred, Todd Wierenga and Anne Madden (Corporate/M&A); Jim Dinning (Competition); Jessica Bullock (Labour and Employment); Sharon Ford and Gregg Benson (Tax).

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