POLARIS® INDUSTRIES COMPLETES ACQUISITION OF TRANSAMERICAN AUTO PARTS
Minneapolis, Minnesota (November 15, 2016) Polaris Industries, Inc. (NYSE:PII) today announced that it has completed the previously announced acquisition of Transamerican Auto Parts (TAP), the leading manufacturer, distributor and retailer of off-road Jeep and truck aftermarket accessories, for an aggregate consideration of $665 million, subject to customary adjustments, financed through Polaris’ existing credit facilities.
Polaris expects the TAP acquisition to contribute approximately $100 million to the Company’s fourth quarter 2016 sales and anticipates acquisition costs and purchase price accounting associated with the acquisition of TAP to result in a negative impact to fourth quarter 2016 net income of $15 million to $20 million, or $0.23 to $0.31 per diluted share. Excluding the effects of the TAP sales contribution and purchase accounting/acquisition costs, the Company’s earnings guidance for the full year 2016 remains unchanged from its previously provided $3.40 to $3.60 per diluted share with sales expected to be down in the mid- to high-single digit percent range.
The Company continues to anticipate the TAP transaction will be accretive to Polaris’ earnings per share, excluding acquisition and purchase price accounting costs, for the full year 2017. Polaris will provide full year 2017 guidance that includes the impact of the TAP transaction when the Company reports fourth quarter and full year 2016 results. The Company expects meaningful annual cost savings within three years following closing, primarily from efficiencies related to procurement, distribution, and expanded product offerings.
As previously announced, TAP will initially operate as a distinct business unit reporting to Steve Eastman, Polaris’ President of Parts, Garments and Accessories.
About Polaris®
Polaris Industries Inc. (NYSE: PII) is a global powersports leader with annual 2015 sales of $4.7 billion. Polaris fuels the passion of riders, workers and outdoor enthusiasts with our RANGER®, RZR® and Polaris GENERAL™ side-by-side off-road vehicles; our SPORTSMAN® and Polaris ACE®all-terrain off-road vehicles; Victory® and Indian Motorcycle® midsize and heavyweight motorcycles; Slingshot® moto-roadsters; and Polaris RMK®, INDY®, Switchback® and RUSH® snowmobiles. Polaris enhances the riding experience with parts, garments and accessories sold under multiple recognizable brands, and has a growing presence in adjacent markets globally with products including military and commercial off-road vehicles, quadricycles, and electric vehicles. www.polaris.com
Except for historical information contained herein, the matters set forth in this news release, including management’s expectations regarding synergies and other benefits of the acquisition, and future performance of Polaris, TAP and the combined companies are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those forward-looking statements. Potential risks and uncertainties include factors such as anticipated tax benefits from the acquisition may not be achieved by the Company; problems or unforeseen costs may arise in integrating the businesses of the two companies and the integration may not be successful; the combined companies may be unable to achieve the anticipated synergies or those benefits may take longer to realize than expected; the businesses of the combined companies may suffer as a result of the transaction including through disruption of relationships with customers, employees or suppliers; increased competition and its effect on pricing; the combined companies may not perform as expected following the closing; Polaris’ ability to successfully implement its manufacturing operations expansion initiatives, cost reduction initiatives, product offerings, promotional activities and pricing strategies against competitors; economic conditions that impact consumer spending; product recalls; warranty expenses; impact of changes in Polaris stock price on incentive compensation plan costs; foreign currency exchange rate fluctuations; environmental and product safety regulatory activity; effects of weather; commodity costs; uninsured product liability claims; uncertainty in the retail and wholesale credit markets; performance of affiliate partners; changes in tax policy and overall economic conditions, including inflation, consumer confidence and spending and relationships with dealers and suppliers; and other risks beyond the control of either party. Investors are also directed to consider other risks and uncertainties discussed in documents filed by the Company with the Securities and Exchange Commission. The Company does not undertake any duty to any person to provide updates to its forward-looking statements.
TRANSAMERICAN AUTO PARTS ANNOUNCES WINNER OF 2016 LIFE IS BETTER OFF-ROAD™ SEMA VEHICLE BUILD AWARD
Compton, California (November 3, 2016) – Transamerican Auto Parts has named the winner in its second annual “Life is Better Off-Road™” SEMA vehicle build competition held at the 2016 SEMA automotive aftermarket industry trade show in Las Vegas, Nevada. This year’s best presented, truly off-road capable truck, Jeep or SUV on display at the show was the Daystar Products’ 1941 Dodge Powerwagon “Bootlegger,” as deemed by a panel of off-road industry experts in a ceremony held at the Pro Comp/Transamerican Auto Parts SEMA Show booth.
The winning entry was revealed today at the event hosted by legendary Motocross, Supercross and off-road racing champion, Ricky Johnson. The panel of judges featured some of the most distinguished names in off-road vehicle engineering and development, fabrication, journalism and motorsports.
“The Bootlegger captures the essence of the Life is Better Off-Road Award for its on and off-road capabilities and customized update of the vintage vehicles associated with bootlegging,” said Transamerican Auto Parts President and CEO Greg Adler. “The powerwagon took the bootlegger theme and ran with it and the creative use of aftermarket parts impressed us with a nod to history and a keen eye for design.”
Mark Turner of Daystar Products wanted to employ a bootlegger theme throughout the build and chose copper because it was the prime metal commonly used to make bootlegger stills. The engine sports a copper radiator hose and copper air intake while the firewall was changed to copper then covered with dynamite. Bootlegging’s roots are intertwined with NASCAR mythology and moonshine-running vehicles were made to look stock while their inner workings included supercharged engines and weighty shocks and springs to prevent sag as they transported Mason jars full of liquor.
The powerwagon’s supercharged power, racing transmission, custom driveshafts and longer leaf springs made it stand out as supremely off-road capable in a field of remarkable entries ranging from Rubicons to Titan XDs. Completed in 50 days, the Bootlegger was driven to Tennessee for Whiskey & Wheeling with Xtreme Off-Road Adventure then shipped to Alaska for wheeling where it was driven on a glacier.
The Bootlegger’s build list includes:
- Edelbrock LS3 6.2L Supercharged Engine
- Daystar Products Engine and Transmission Mounts
- G2 Axle & Gear Gears
- Optima Batteries
- Skyjacker Leaf Springs
- Interco Super Swamper Tires
The select panel of judges featured off-road icons and personalities including short course off-road racing Pro Lite and Pro 2 Division champion Brian Deegan, DIY fabricator and racer Bill Caswell, celebrated Trophy Truck developer and builder Rick Geiser, Content Director for the Truck Trend Network Sean P. Holman and Editor and Publisher for 4 Wheel Parts’ Off-Road Adventures magazine Craig Perronne.
Entries were submitted up until just days before the SEMA Show began and 10 semi-finalists were selected based on criteria such as off-road reliability and capability, quality of craftsmanship, real-world functionality and overall vehicle presentation. From this field, one truck/SUV and one Jeep were chosen as finalists competing to be awarded as the most authentic off-road-capable vehicle at the 2016 SEMA Show.
The 10 Semi-Finalists were:
- Daystar Products Dodge Powerwagon Bootlegger
- Fab Fours Chevrolet Colorado Kymera
- Westin Snyper 2-Door JK
- Hellwig Titan XD
- PIAA JK Unlimited
- High Country Complete Customs
- Addictive Desert Designs Springfield Armory Ford F-150
- Addictive Desert Designs Titan XD
- BruiserConversions JK
- Truck Guru Chevrolet Colorado Long Travel
The Bootlegger will receive a professional photo shoot and a cover feature and multi-page vehicle spotlight in ORA Magazine. Additionally, the Daystar Products vehicle will be recognized across the spectrum of Transamerican social media and digital channels, including a promotional email campaign, an invitation to be displayed in feature locations at TAP-sponsored events, tradeshows, Truck & Jeep Fests, along with the benefits of extensive partner media coverage of the award. The semi-finalists will also be included in the full media campaign and receive ribbons in recognition of their accomplishment.
Life is Better Off-Road™
There are those among us who believe that pursuing life off-road means rock crawling, trail running, and mud bogging, or maybe storming across the open desert at speed. We agree. Setting off to conquer the earth is why you built your ultimate truck or Jeep. To others, the ultimate adventure is finding the wave, hiking a new trail, kayaking down a roaring river or skiing the impossible run. Your adventure could be loading the family into your truck and heading out to camp under the stars, pulling your boat to a lake, or carrying your dirt bike to a remote trail. Whatever your adventure, make the journey as exciting as the destination. Get outside. Explore, unplug, play in the dirt and go further. Because Life is Better Off-Road.™
About Transamerican Auto Parts: Transamerican Auto Parts is the world’s leading manufacturer, wholesaler, and retailer of aftermarket parts and accessories for trucks, Jeeps, SUVs and four wheel drive vehicles. Transamerican operations are comprised of 75 4 Wheel Parts retail locations in North America, Transamerican Wholesale sales and distribution, Dealer Services International and the Transamerican Manufacturing Group which includes Smittybilt, Rubicon Express, G2 Axle & Gear, Pro Comp, LRG Wheels and Poison Spyder. We Sell It. We Own It. We Live It. For more information about Transamerican Auto Parts, Dealer Services International and Transamerican Manufacturing Group, please visit: transamericanautoparts.com.
TRANSAMERICAN AUTO PARTS AND BASS PRO SHOPS TO BUILD ULTIMATE SPORTSMAN TOYOTA TUNDRA AT 2016 SEMA SHOW
Compton, California (October 17, 2016) – Transamerican Auto Parts (TAP), in conjunction with Bass Pro Shops, a leading national retailer of outdoor gear and apparel, will be building “The Ultimate Sportsman Toyota Tundra” on-site at the 2016 SEMA show in Las Vegas, Nevada. The “live” build to be featured at booth #62112 within the SEMA SCORE Baja 1000 Experience Area (located outside of the South Hall in the Silver Lot) will be one of the featured SEMA activities for Transamerican, the industry leader in the manufacturing and distribution of aftermarket parts and accessories for trucks, Jeeps, SUVs and four wheel drive vehicles. Drawing the industry’s brightest minds and hottest products to the Las Vegas Convention Center November 1-4, the SEMA Show is the premier automotive specialty products trade event in the world.
The “Ultimate Sportsman Toyota Tundra” will begin life at the show as a brand new 2016 Toyota Tundra SR5 as delivered from the factory. Over the course of the four show days, the truck will be outfitted with an array of parts and accessories from leading manufacturers in an effort led by Transamerican Manufacturing Group (TMG) Director of Engineering, Ted Moncure. Headlining the recognized list of suppliers will be an extensive inventory of products from TMG product divisions, Pro Comp and Smittybilt. Additional suppliers providing accessories to enhance the project include MagnaFlow Exhaust, Rigid Industries, All-Pro Off-Road, Bedslide, AMP Research and Yeti.
The vehicle will also receive a complete interior package in addition to a full exterior visual transformation featuring the exclusive “Urban Viper” pattern from camouflage company, TrueTimber®.
“We are thrilled to be launching this collaboration with our friends at Bass Pro Shops through this exciting build live at SEMA,” said TMG President, Sean Angues. “Over the course of the week, show attendees will be treated to the transformation of an entirely stock Tundra truck into an outdoor-ready dream vehicle showcasing our industry leading products that when completed, will be thoroughly equipped to tackle the outdoors.”
During the build process, the “Ultimate Sportsman Toyota Tundra” will be outfitted with comprehensive exterior parts and accessories including the recently released Pro Comp long travel suspension system, Smittybilt front and rear bumpers, Defender rack and rooftop tent along with a Pro Comp wheel and tire package. Interior and bed accessories the Tundra will feature include TrueTimber® seat covers, a Smittybilt Adventure Box and Yeti cooler.
Upon completion, the truck will become the centerpiece of a 2017 national campaign jointly promoted by TAP off-road retail division, 4 Wheel Parts and Bass Pro Shops where one lucky winner will have the opportunity to win the highly-modified outdoor adventure vehicle.
“Bass Pro Shops and 4 Wheel Parts customers share a common passion for outdoor adventure and the Ultimate Sportsman Tundra will be the definitive go-anywhere, do-anything vehicle,” said Luke Snyder, manager of partnership marketing and sponsorships at Bass Pro Shops. “We are excited to collaborate with Transamerican on this project and we look forward to sharing the Tundra in many of our activities and events throughout the upcoming year.”
About Transamerican Auto Parts
Transamerican Auto Parts is the world’s leading manufacturer, wholesaler, and retailer of aftermarket parts and accessories for trucks, Jeeps, SUVs and four wheel drive vehicles. Transamerican operations are comprised of 75 4 Wheel Parts retail locations in North America, Transamerican Wholesale sales and distribution, Dealer Services International and the Transamerican Manufacturing Group which includes Smittybilt, Rubicon Express, G2 Axle & Gear, Pro Comp, LRG Wheels and Poison Spyder. We Sell It. We Own It. We Live It. For more information about Transamerican Auto Parts, Dealer Services International and Transamerican Manufacturing Group, please visit: transamericanautoparts.com.
About Bass Pro Shops®
Bass Pro Shops is a leading destination retailer offering outdoor gear and apparel in an immersive setting. Founded in 1972 when avid young angler Johnny Morris began selling tackle out of his father’s liquor store in Springfield, Missouri, today 100 retail and marine centers host 120 million people annually. The company also operates White River Marine Group, offering an unsurpassed collection of industry-leading boat brands, and Big Cedar Lodge, America’s Premier Wilderness Resort. Under the visionary conservation leadership of Johnny Morris, Bass Pro Shops is known as a national leader in protecting habitat and introducing families to the outdoors. The company has been named by Forbes as “one of America’s Best Employers.”
TRANSAMERICAN AUTO PARTS ANNOUNCES ACQUISITION BY POLARIS INDUSTRIES, INC.
Transamerican Auto Parts (“TAP”, “Transamerican” or “ the “Company”), the world’s leading manufacturer, wholesaler, retailer, and installer of aftermarket parts and accessories for trucks, Jeeps®, SUVs and four-wheel drive vehicles, has entered into an agreement to be acquired by Polaris Industries, Inc. (“Polaris”), a public company on the NYSE (PII) based in Medina, Minnesota. Polaris is a global off-road leader with popular vehicles such as RZR®, RANGER®, SPORTSMAN® and Polaris GENERAL™.
“Polaris is a terrific fit for TAP,” said Transamerican President and CEO Greg Adler. “Scott Wine, CEO of Polaris and his team share our enthusiast-based culture of ‘We Own it. We Sell it. We Live it.’ and our collective customers share a passion for the off-road.” TAP will continue to operate as it does today under the leadership of Adler and the current management team. “TAP is committed to expanding our footprint of retail, distribution and industry leading brands,” stated Adler. “Our focus will remain in the growing truck and Jeep category while adding the adjacent power sports accessory segment and other potential synergies with Polaris. The strength of Polaris will fuel TAP’s growth plans and ensure a long and successful future for all TAP employees, partners and customers.”
Jefferies acted as lead financial advisor to Transamerican. Houlihan Lokey also served as financial advisor to TAP and Sullivan & Cromwell acted as TAP’s legal advisor. BofA Merrill Lynch acted as exclusive financial advisor to Polaris, and Faegre Baker Daniels LLP acted as Polaris’ legal advisor.
About Transamerican Auto Parts
Transamerican Auto Parts is the world’s leading manufacturer, wholesaler and retailer of aftermarket parts and accessories for trucks, Jeeps, SUVs and four-wheel drive vehicles. Transamerican operations are comprised of 75 4 Wheel Parts retail locations in North America, Transamerican Wholesale sales and distribution, Dealer Services International and the Transamerican Manufacturing Group which includes Smittybilt, Rubicon Express, G2 Axle & Gear, Pro Comp, LRG Rims and Poison Spyder. We Sell It. We Own It. We Live It. For more information about Transamerican Auto Parts, Dealer Services International and Transamerican Manufacturing Group,, please visit: transamericanautoparts.com.
About Polaris
Polaris Industries Inc. (NYSE: PII) is a global powersports leader with annual 2015 sales $4.7 billion. Polaris fuels the passion of riders, workers and outdoors enthusiast with our Ranger®, RZR® and Polaris GENERAL™ side-by-side off road vehicles; our SPORTSMAN® and Polaris ACE® all-terrain off-road vehicles; Victory® and Indian Motorcycle® midsize and heavyweight motorcycles; Slingshot® moto-roadsters; and Polaris RMK®, INDY®, SWITCHBACK® and RUSH® snowmobiles. Polaris enhances the riding experience with parts, garments and accessories sold under multiple recognizable brands, and has a growing presence in adjacent markets globally with products including military and commercial off-road vehicles, quadricycles, and electric vehicles.
TRANSAMERICAN AUTO PARTS RENEWS THE “LIFE IS BETTER OFF-ROAD™” SEMA VEHICLE BUILD AWARD
Compton, California (Sept 26, 2016) – Transamerican Auto Parts is proud to announce the 2016 renewal of the “Life is Better Off-Road™” SEMA builder award. After a tremendously successful launch last year at the 2015 SEMA Show in Las Vegas, Nevada, the “Life is Better Off-Road™” award has established itself as the premier industry prize awarded by Transamerican Auto Parts to the best presented, truly off-road capable truck, Jeep or SUV on display at the show.
“With the off-road performance aftermarket category firmly entrenched into the landscape at SEMA, the Transamerican Auto Parts “Life is Better Off-Road™” award uniquely recognizes the technical achievements and engineering advancements exclusive to the development of aftermarket products for off-road trucks, Jeeps and SUVs,” said Transamerican Auto Parts President and CEO, Greg Adler. “It’s an honor for us to recognize the individuals responsible for these incredible, off-road capable builds.”
The Award’s inaugural winner, The CC Legend Jeep by Addictive Desert Designs, was chosen from among hundreds of submissions by the carefully selected panel of leading industry authorities at the 2015 SEMA show in a ceremony hosted by television personality and noted automotive enthusiast Rutledge Wood. This year’s panel of judges will once again represent a broad section of the off-road industry to include fabricators, journalists, industry personalities and professional off-road racers.
The award is open to all off-road vehicle constructors and product manufacturers on display at the SEMA show and will once again be judged by an elite panel of the off-road industry’s leading authorities who select 10 semi-finalists from among the submitted entries based on such criteria as off-road reliability and capability, real-world functionality, quality of craftsmanship and overall vehicle presentation. The panel will then choose one Jeep and one truck/SUV as the two finalists to be considered for recognition as the most authentic, off-road-capable vehicle at the SEMA Show.
The award, a custom designed trophy, will be presented by Transamerican Auto Parts President and CEO, Greg Adler, at 2 p.m. on Thursday, November 3 at the Pro Comp/Transamerican Auto Parts Booth #62112 within the SEMA SCORE Baja 1000 Experience Area (Located outside of the South Hall in the Silver Lot).
In addition to the trophy itself, the winner will receive a cover feature and multi-page vehicle spotlight in ORA Magazine, a professional photo shoot and recognition across the spectrum of Transamerican social media and digital channels. A promotional email campaign will highlight the award and winners and TAP will extend an invitation to be displayed in feature locations at TAP-sponsored events, tradeshows and Truck & Jeep Fests. The 10 semi-finalists will also be included in the full media campaign as well as receiving ribbons in recognition of the accomplishment.
To submit your off-road SEMA display vehicle for award consideration, please visit www.transamericanautoparts.com/award.There you may complete your entry on-line or download the PDF application that may be completed and emailed to [email protected] .
For more information, complete rules, terms and conditions for the Transamerican Auto Parts “Life is Better Off-Road™” SEMA builder award please visit www.transamericanautoparts.com/award or email questions to [email protected].
Life is Better Off-Road™
There are those among us who believe that pursuing life off-road means rock crawling, trail running, and mud bogging, or maybe storming across the open desert at speed. We agree. Setting off to conquer the earth is why you built your ultimate truck or Jeep. To others, the ultimate adventure is finding the wave, hiking a new trail, kayaking down a roaring river or skiing the impossible run. Your adventure could be loading the family into your truck and heading out to camp under the stars, pulling your boat to a lake, or carrying your dirt bike to a remote trail. Whatever your adventure, make the journey as exciting as the destination. Get outside. Explore, unplug, play in the dirt and go further. Because Life is Better Off-Road.™
About Transamerican Auto Parts: Transamerican Auto Parts is the world’s leading manufacturer, wholesaler, and retailer of aftermarket parts and accessories for trucks, Jeeps, SUVs and four wheel drive vehicles. Transamerican operations are comprised of 75 4 Wheel Parts retail locations in North America, Transamerican Wholesale sales and distribution, Dealer Services International and the Transamerican Manufacturing Group which includes Smittybilt, Rubicon Express, G2 Axle & Gear, Pro Comp, LRG Wheels and Poison Spyder. We Sell It. We Own It. We Live It. For more information about Transamerican Auto Parts, Dealer Services International and Transamerican Manufacturing Group, please visit: transamericanautoparts.com.
