January 05, 2020
AirBoss Defense and Critical Solutions International Complete Merger to Create Focused Survivability Solutions Company.
LANDOVER, MD – Effective January 1, 2020, AirBoss Defense and Critical Solutions International (CSI) have completed a merger to form a new corporate entity known as AirBoss Defense Group (ADG). This new business has been formed through the spin-off and merger of AirBoss of America Corp.’s AirBoss Defense business and Quebec Rubber Solutions operations with Critical Solutions International, Inc. (“CSI”). CSI is a privately-owned U.S. portfolio company of Sentinel Capital Partners (“Sentinel”).
With the close of this transaction, ADG is now the global leader in survivability for the assured mobility and chemical, biological, radiological, nuclear, and explosive (CBRNE) communities. The new company will sustain and grow the overall business of ADG while maintaining the well-defined identities of AirBoss Defense and CSI. ADG is very well positioned for growth with existing customers as well as within prospective new markets.
The founding of ADG creates a new, dedicated survivability solutions company that is strongly positioned to capitalize on emerging opportunities arising from the current geopolitical environment. By combining the historical engineering and manufacturing capability of AirBoss Defense with CSI’s proven expertise in global marketing and distribution, ADG is now able to support the global defense and first-responder markets with a powerful combination of excellence in product development, precision manufacturing, thoughtful business development, and focused customer support.
Patrick Callahan will serve as Chief Executive Officer of AirBoss Defense Group. Previously, he was the Chief Executive Officer of Critical Solutions International. Heather Miller, CSI’s Chief Strategy Officer, will continue in this capacity for AirBoss Defense Group. Chris Bitsakakis, the President and COO of AirBoss, will also be the COO of AirBoss Defense Group. ADG will be headquartered in Landover, Maryland. Manufacturing assets will remain in Acton Vale, Quebec and CSI will continue to operate in Charleston, South Carolina. In the coming weeks, the company will finalize a refreshed organizational chart that ensures a balanced transition and efficient future operations.
“The close of this transaction creates an integrated, dedicated defense player that is well positioned to capitalize on emerging opportunities arising from the current geopolitical environment. By combining AirBoss Defense’s strength in manufacturing and engineering design with CSI’s decades of expertise in global marketing and distribution of defense products, we have formed a powerful corporate entity that is well positioned to support our customers throughout the world.”
Patrick Callahan, CEO of AirBoss Defense Group
As a new company, ADG provides a robust platform to expand existing manufacturing capabilities and to diversify an already innovative product portfolio. ADG is committed to retaining and creating new manufacturing and management jobs and is actively seeking talented individuals to join the company.
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.