Aldila, a maker of golf shafts, has completed its acquisition of substantially all of the assets of Miramar Strategic Ventures, LLC’s Victory Archery line of carbon fiber arrows and related archery products.


The transaction closed on Dec. 30, 2010.

Included in the purchase were specified equipment, accounts receivable and inventory, as well as other tangible and intangible assets related to the archery line of business. Aldila paid $2.3 million and issued 104,319 shares of unregistered Aldila, Inc. common stock to MSV in payment for the assets. Aldila will also pay MSV an earn-out payment of 5.0% of any increase in quarterly gross sales (less returns) of archery products, with an annual reconciliation payment to bring the total earn-out payment to 10.0% of the increase above the gross sales (less returns) of archery products compared to the actual gross sales (less returns) in 2010.

The earn-out obligation ends for sales after Dec. 31, 2015.
MSV, Martin Connolly, Tod Boretto and Spinergy, Inc., a Delaware corporation, all entered into non-competition agreements pursuant to which they will not compete, with Aldila in the manufacture or sale of carbon fiber arrows and related archery products worldwide for six (6) years after the closing.

 

Connolly and Boretto are key management employees of MSV and, together with Spinergy collectively own 38.33% of that company.

Connolly and Boretto have also, with MSV's consent, entered into consulting agreements with Aldila to assist in the transition.
Aldila granted MSV a right of first negotiation if Aldila ceases to actively conduct the archery business at any time before Dec. 31, 2015.