March 08, 2021
Matt Boccia to Lead New Division Focused on Development of Advanced Survivability Products
Landover, MD (March 8, 2021) – AirBoss Defense Group (ADG), the global leader in survivability for the assured mobility and chemical, biological, radiological, nuclear, and explosive (CBRNE) communities is announcing that it has signed an agreement to acquire BlackBox Biometrics (B3), the market leader in wearable blast overpressure measurement sensors for the military and first responder communities.
ADG will acquire B3 for up to $27 million and the transaction is expected to close during the second quarter of 2021. AirBoss of America currently holds a minority interest in B3 and exclusive sales rights to the Blast Gauge System for the U.S. military, along with providing joint training and service support to customers. This acquisition furthers the longstanding relationship between ADG and B3, enabling ADG to market B3’s solutions internationally and for non-military applications while protecting the technology from being sold to competing interests. ADG portfolio company Critical Solutions International (CSI) has served as the exclusive worldwide distributor for the B3 Blast Gauge® System since 2018.
B3 is a leading technology company focused on preserving health, transforming behavior, and optimizing performance. B3 develops sensor systems that 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 as one of the winners of the prestigious Tibbetts Award for their accomplishments in creating cutting-edge technologies.
The Blast Gauge SystemThe Blast Gauge is used throughout the DoD and with numerous foreign military partners, as well as extensively across law enforcement. It has been the sensor of record for every significant blast overpressure and blast-induced TBI study run by the DoD, including the ongoing CONQUER program funded by the Defense Health Agency, as well as major studies in Canada.
In coming together under joint ownership, ADG and B3 will combine decades of experience providing life-saving technologies in blast environments with the robust research, engineering, and program management capabilities needed to better assess and respond to the risk of long-term neurological disorders associated with blast-induced TBI.
Upon closing, ADG will combine B3 and CSI to form the newly launched Systems Solutions Division. This division will focus on the development and delivery of integrated solutions supporting warfighter and first responder safety while operating in high-threat environments. Matt Boccia, President, and CEO of B3, will join ADG and lead the new Systems Solutions Division. B3’s headquarters and primary manufacturing and R&D functions will remain in Rochester, NY.
Patrick Callahan, CEO of ADG said, “Survivability has been the focus of ADG since our founding. Having seen firsthand the short and long-term impacts of blast exposure during my service in the United States Army, B3’s mission is of personal importance to me. Ensuring that servicemembers can immediately assess the potential negative impact of blast overpressure in training and combat will help prevent traumatic long-term brain injuries. ADG is honored to include the Blast Gauge system in our portfolio of survivability solutions.”
B3 CEO and incoming ADG Systems Solution Division President Matt Boccia, said, “B3 and ADG have enjoyed a collaborative and highly successful relationship since announcing their partnership. We are excited to complete the integration of the two organizations through this transaction. Creating the Systems Solutions Division will support focused research and development efforts and faster technology development, allowing ADG to continue its legacy of delivering best-in-class solutions to the warfighter. B3’s highly skilled team is eager to be a part of this new chapter.”
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 troops’ medical histories including date, duration and if possible, measured blast pressure. This directive 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 sensors, waveform algorithms, and exportable databases, the Blast Gauge System provides the tools necessary to record the harmful pressure loading that service members experience in execution of their duties. When provided 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.
ADG is an umbrella survivability company that provides military, law enforcement, medical providers, industrial providers, and first responders with a diverse portfolio of protective equipment that spans the entire survivability spectrum. AirBoss Defense, an ADG brand, is a recognized world leader in rapid deployment negative pressure isolation shelters, medical protection equipment, and personal respiratory protective products. AirBoss Defense’s emergency response and personal protective equipment is utilized by the U.S. Department of State, Office of Strategic Medical Preparedness, FEMA and CDC infectious disease treatment centers.
Founded 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. 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. 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.
Certain statements contained or incorporated by reference herein, including those that express management’s expectations or estimates of future developments or ADG’s 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” “is expected to”, “believes”, “anticipates”, “forecasts”, “plans”, “intends” or similar expressions. These statements are not historical facts but instead represent management’s expectations, estimates and projections regarding future events and performance.
Statements containing forward-looking information are necessarily based upon a number of opinions, estimates and assumptions that, while considered reasonable by management at the time the statements are made, are inherently subject to significant business, economic and competitive risks, uncertainties and contingencies. ADG cautions that such forward-looking information involves known and unknown contingencies, uncertainties and other risks that may cause ADG’s actual financial results, performance or achievements to be materially different from its estimated future results, performance or achievements expressed or implied by the forward-looking information. Numerous factors could cause actual results to differ materially from those in the forward-looking information, including without limitation: impact of general economic conditions; dependence on key customers; global defense budgets, notably in ADG’s target markets, and success of ADG in obtaining new or extended defense contracts; sufficient availability of raw materials at economical costs; weather conditions affecting raw materials, production and sales; ADG’s ability to maintain existing customers or develop new customers in light of increased competition; ADG’s 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 ADG’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 ADG’s financial position or results of operations in future periods. While the direct impacts of COVID-19 are not determinable at this time, AirBoss of America Corp., the parent company of ADG, 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 ADG’s 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 ADG 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, ADG disclaims any intent or obligation to update publicly this forward-looking information except as required by applicable laws. Risks and uncertainties about ADG’ business are more fully discussed under the heading “Risk Factors” in AirBoss of America Corp.’s (“AirBoss”) recent Annual Information Form and are otherwise disclosed in AirBoss’ filings with securities regulatory authorities which are available on SEDAR at www.sedar.com.