PROPOSED TRANSACTION WITH MASTERCRAFT |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| PROPOSED TRANSACTION WITH MASTERCRAFT | |
| PROPOSED TRANSACTION WITH MASTERCRAFT | 2. PROPOSED TRANSACTION WITH MASTERCRAFT On February 5, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among MasterCraft Boat Holdings, Inc., a Delaware corporation (“MasterCraft”), Titan Merger Sub 1, Inc., a Delaware corporation and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub I”), Titan Merger Sub 2, LLC, a Delaware limited liability company and a wholly owned, direct subsidiary of MasterCraft (“Merger Sub II”), and the Company. The Merger Agreement, among other things, provides for the combination of MasterCraft and Marine Products in a stock-and-cash transaction whereby (i) Merger Sub I will merge with and into Marine Products (the "First Merger”), with Marine Products surviving the First Merger as a direct wholly owned subsidiary of MasterCraft, and (ii) immediately following the First Merger, Marine Products will merge into Merger Sub II (the "Second Merger” and, together with the First Merger, the "Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of MasterCraft. Under the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the First Merger (the “First Effective Time”), each share of Marine Products common stock, par value $0.10 per share, will be converted to the right to receive 0.232 shares (the “Stock Consideration”) of MasterCraft common stock and $2.43 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). The completion of the Mergers remains subject to customary closing conditions, including, but not limited to: (i) the approval of the Merger Agreement by the affirmative vote of the holders of a majority in voting power of the outstanding Marine Products common stock entitled to vote thereon, (ii) the approval of the issuance of shares of MasterCraft common stock to be issued in the First Merger by the affirmative vote of the holders of a majority in voting power of the outstanding MasterCraft common stock present in person or by proxy and entitled to vote thereon at a meeting of MasterCraft stockholders, (iii) the absence of any injunction or order by any court or other governmental entity restraining, enjoining, preventing or otherwise prohibiting the consummation of the Mergers, and (iv) the absence of a material adverse effect with respect to each of MasterCraft and Marine Products. Merger related costs for the three months ended March 31, 2026 were $5.0 million primarily for various transaction fees associated with the Mergers. These costs are recorded in Merger related expenses , including the full text of the Merger Agreement, in the accompanying Consolidated Statements of Operations. Further information regarding the Mergers, including the full text of the Merger Agreement, is provided in our Current Report on Form 8-K filed with the SEC on February 5, 2026, which is incorporated by reference herein. |