Smith & Wesson Buys Thompson/Center Arms

$102 million all-cash purchase

Monday, December 18, 2006

Smith & Wesson Holding Corporation has added another major holding to their portfolio: Thompson/Center Arms, Inc. Early this morning, Smith & Wesson announced the $102 million all-cash purchase.

The 154-year old Smith & Wesson Company immediately acquires the major position in two areas -black powder muzzloading and accessories and the precision rimfire business. The Thompson Contender platform has a significant following in both categories, with more than 50 percent of the black powder shooting market.

It is a convenient purchase for Smith & Wesson as well. Thompson/Center's headquarters and manufacturing facilities are located in Rochester, New Hampshire, geographically midway between Smith & Wesson's Springfield, Massachusetts facilities and manufacturing facilities in Houlton, Maine.

Smith & Wesson tells The Shooting Wire that 500 non-union employees and current management of Thompson will remain with the company with Gregg Ritz, current President and CEO of Thompson becoming the President of Smith & Wesson-Hunting. Ritz will report to Leland Nichols, Smith & Wesson Holding's Chief Operating Officer.

The acquisition is an all-cash deal, scheduled to transfer to the private owners of Thompson/Center when the deal closes in the first week of January. Smith & Wesson is not assuming any Thompson debt, and has financed the deal through existing credit facilities and the sale of $80 million in Convertible Notes announced this morning to institutional buyers. The notes will come due 2026 and yield a 4% per anum rate and are convertible into shares of Smith & Wesson Holding Corporation's common stock at a conversion price of approximately $12.34 per share - a 20% conversion premium based on the last NASDAQ Global Market sale of December 14, 2006. The sale of the notes closed on Friday, December 15, 2006.

From a business standpoint the acquisition adds an immediate $70 million in sales to Smith & Wesson in categories in which the two companies had no competing products. It also opens Thompson's barrel making facilities to Smith - as well as an immediate entry into the hunting rifle market.

The company also sees the addition of Gregg Ritz into the Smith & Wesson management as solid management addition as well as an unquestioned credibility with the hunting community.

Thompson will benefit from the immediate access to additional capital for investment into equipment and research and development - especially with Thompson's new bolt action rifle.

Thompson's approximately $70 million in sales will bring Smith & Wesson's expected 2007 revenues to $218.6 million, increasing to $320 million in 2008.

Combining two successful companies brings its own unique challenges, including the integration of manufacturing, sales/marketing, and distribution channels. Smith & Wesson officials say the "synergies" are positive, and that's a hard argument to refute.

When combined, Thompson has the needed capital for growth and manufacturing expertise to improve productivity and add capacity. Smith & Wesson acquires the facilities and manpower to manufacture long gun barrels- an essential piece of their drive to move back into the long gun marketplace.

The primary difference in the two operations may be their areas of emphasis in marketing and media. Smith & Wesson's product lines have centered in security, protection and sport shooting. Thompson's efforts have centered on hunting - with a heavy television emphasis. The two companies will continue on their current plans with a unified plan to go into effect when Thompson moves onto the Smith & Wesson fiscal calendar in mid 2007.

That, coincidentally, is approximately the same time as the Thompson bolt action rifle is due to be introduced.

In the acquisition, Smith & Wesson immediately assumes the dominant position in the black powder market - along with a strong presence in the hunting community - with more than 50% of the black powder market. Additionally, the standard barrel making technology will integrate directly into S&W expansion plans.

Thompson/Center Arms' existing owners will cash-out in a single transaction.

The Smith & Wesson and Thompson/Center teams working this deal have managed to keep the entire process quiet, an achievement in the firearms industry. They have also managed to keep the negotiations cordial according to insiders, concentrating more on areas with common values than potential sticking points.

Smith & Wesson's President and CEO, Michael Golden, was quick to emphasize the positives of Thompson, saying the acquisition brings "tremendous expertise" to Smith & Wesson.

Thompson/Center's Gregg Ritz sees the positives as well, saying the acquisition "increases opportunities for both Smith & Wesson and Thompson/Center Arms. Smith & Wesson's ability to provide capital for growth and expertise in lean manufacturing processes will provide critical support for our new product pipeline and our need for increased capacity based on strong customer demand. In turn, Thompson/Center Arms' array of barrel manufacturing expertise, hunting rifle products, and accessories fits nicely into the Smith & Wesson portfolio of pistols, revolvers, shotguns and future hunting rifles."


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