Clarus Corporation, a company focused on the outdoor and consumer enthusiast markets, has entered into a definitive agreement to acquire Australia-based Rhino-Rack, a manufacturer and distributor of automotive roof racks, trays, mounting systems, luggage boxes, carriers and accessories, for an aggregate purchase price of approximately $198 million ($AUD 255 million), the company announced. Rhino-Rack will continue to operate independently as a wholly-owned indirect subsidiary of Clarus and will constitute a third reporting segment associated with mobile solutions for outdoor adventure.
The purchase consideration is comprised of $150 million ($AUD 194 million) cash and approximately 2.3 million shares of Clarus common stock calculated pursuant to the terms of the purchase agreement.
Richard Cropley, Rhino-Rack’s founder and managing director, is anticipated to be a top-five shareholder of Clarus following the completion of the transaction. In addition, an earn-out of $8 million ($AUD 10 million) in cash is payable on July 31, 2022, contingent on the achievement of a specified revenue target. The Company expects the cash consideration to be financed through the upsizing of the Company’s existing credit facility led by J.P. Morgan.
For the trailing twelve-month period ended March 31, 2021, Rhino-Rack generated approximately $90 million ($AUD 115 million) in net sales and approximately $16.7 million ($AUD 21.5 million) of Adjusted EBITDA. Approximately 80% of Rhino-Rack’s sales came from Australia and New Zealand, and 20% from North America.
“Rhino-Rack is truly a unique brand and one that we view as perfectly aligning with our Super Fan brand acquisition strategy. Since its founding, Richard has built a durable business with leading brand and market positions, a customer-centric focus, and an affinity for protecting and funding an important cause related to rhinoceros conservation,” said John Walbrecht, president of Clarus. “Immediately following the closing of the transaction, we intend to expand Rhino-Rack’s product penetration in North America, organically grow in its core Australia and New Zealand markets and capitalize on our existing network of key distributors and dealers to develop sales in the rest of the world. We are excited to welcome the entire Rhino-Rack team to Clarus as we continue our shared vision of providing consumers with the best-engineered products designed to get them from their homes to their adventures.”
“When we founded Rhino-Rack, we set out to create world-class roof racks for outdoor enthusiasts. After three decades, we have developed a deep heritage and a loyal and passionate user base, which we have expanded into a variety of other products and markets,” said Cropley. We are excited to have a partner that shares our commitment to innovation and has a track record of growing successful brands across categories, regions, and channels. Clarus will continue Rhino-Rack’s legacy of manufacturing products with the superior design and engineering that our customers have come to expect and trust.”
The transaction is expected to close in July 2021, subject to customary closing conditions as well as certain regulatory approvals in New Zealand. Following the closing of the transaction, the Rhino-Rack management team will continue to run the business from Rhino-Rack’s headquarters in Sydney, Australia.