PREM14C 1 ea162276-prem14c_oceanbio.htm PRELIMINARY INFORMATION STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE

SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

☒	Preliminary Information Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

☐	Definitive Information Statement

OCEAN BIO-CHEM, INC.

(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☐	Fee paid previously with preliminary materials

☒	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

PRELIMINARY INFORMATION STATEMENT—SUBJECT TO COMPLETION

OCEAN BIO-CHEM, INC.

4041 SW 47th Avenue

Fort Lauderdale, Florida 33314

NOTICE OF ACTION BY WRITTEN CONSENT AND APPRAISAL RIGHTS AND INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

[●], 2022

Dear Shareholder:

This notice of action by written consent and appraisal rights and the accompanying information statement (the “Information Statement”) are being furnished to holders of common stock of Ocean Bio-Chem, Inc., a Florida corporation (“OBCI”, the “Company”, “we”, “us” or “our”).

On June 21, 2022, the Company entered into an Agreement and Plan of Merger (the “merger agreement”) with OneWater Marine Inc., a Delaware corporation (“Parent”), and OBCMS, Inc., a Florida corporation, and a wholly owned Subsidiary of Parent (“Merger Sub”). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving that merger on the terms and subject to the conditions set forth therein. A copy of the merger agreement is included as Annex A to the Information Statement.

At the effective time of the merger, each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) will be converted into the right to receive $13.08 except as otherwise provided in the merger agreement, without interest and less any applicable withholding taxes (the “merger consideration”). All shares of Company Common Stock so converted will, at the effective time of the merger, be cancelled, and each holder of such converted Company Common Stock will cease to have any rights with respect to such Company Common Stock, except for the right to receive the merger consideration.

If the merger is completed, you will be entitled to receive the merger consideration for each share of Company Common Stock owned by you (unless you have properly exercised appraisal rights under Section 607.1302 of the Florida Business Corporation Act (“FBCA”) (“Section 607.1302”) with respect to such shares).

The board of directors of the Company (the “Board”), as well as a special committee composed of two members of the Board who are not parties to the merger, directly or indirectly, other than as a result of being a shareholder of the corporation, and who have no direct or indirect material financial interest or other material interest in the merger (the “Special Committee”), carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board, based in part upon the unanimous recommendation of the Special Committee, unanimously (i)(A) determined that the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement, are in the best interests of and beneficial to the Company and its shareholders, (B) approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement, and (C) subject to certain provisions of the merger agreement described under “The Merger Agreement—No Solicitation; Board Recommendation” in the Information Statement, recommended that the holders of Company Common Stock vote in favor of approving the merger agreement and (ii) directed that the merger agreement be submitted to the holders of the Company Common Stock for their approval.

Under Florida law, the Company’s Articles of Incorporation, as amended to date, and the Company’s Amended and Restated Bylaws, the approval of the merger agreement by the Company’s shareholders required the approval of the shareholders of Company Common Stock by a majority of the votes entitled to be cast on the merger agreement, which under Florida law may be effected through written consent without a meeting by written consent of the holders of outstanding shares of the Company Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Company Common Stock entitled to vote thereon were present and voted. On June 21, 2022, the shareholders of a sufficient number of shares of Company Common Stock (the “Consenting Shareholders”) delivered to the corporate secretary of the Company an irrevocable written consent approving the merger agreement. As of June 21, 2022, the Consenting Shareholders held shares of Company Common Stock representing approximately 55.3% of the voting power of all outstanding shares of the Company. Accordingly, the approval of the merger agreement by the Company’s shareholders was effected in accordance with Section 607.0704 of the FBCA on June 21, 2022. No further approval of the shareholders of the Company is required to adopt the merger agreement. As a result, the Company has not solicited and will not be soliciting your vote for the approval of the merger agreement and does not intend to call a meeting of shareholders for purposes of voting on the approval of the merger agreement.

This notice of action by written consent and the Information Statement shall constitute notice to you from the Company that the merger and the merger agreement have been approved by the holders of a majority of the voting power of the Company shares by written consent in lieu of a meeting in accordance with Section 607.0704 of the FBCA.

Any holder of Company Common Stock who does not vote or sign a consent in favor of the approval of the merger agreement may have the right to seek the fair value of such holder’s shares of Company Common Stock if the merger is completed in lieu of receiving the merger consideration, but only if such holder does not vote or sign a consent in favor of the merger and otherwise complies with the procedures of Sections 607.1301 through 607.1340 of the FBCA, which is the appraisal rights statute applicable to Florida corporations. These appraisal rights are summarized in the accompanying Information Statement. This notice and the Information Statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 607.1302 of the FBCA.

The Information Statement accompanying this letter provides you with more specific information concerning the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the Information Statement and the copy of the merger agreement included as Annex A to the Information Statement. Please do not send in your Company shares at this time. If the merger is completed, you will receive instructions regarding the surrender of your Company shares and payment for your shares of the Company.

By order of the Board of Directors

Very truly yours,

/s/ Peter G. Dornau
Peter G. Dornau
Chairman, President and Chief Executive Officer

The merger has not been approved or disapproved by the U.S. Securities and Exchange Commission or any state securities or other regulatory agency. Neither the U.S. Securities and Exchange Commission nor any state securities or other regulatory agency has passed upon the merits or fairness of the merger or upon the adequacy or accuracy of the information contained in this document or the Information Statement. Any representation to the contrary is a criminal offense.

The Information Statement is dated [●], 2022 and is first being mailed to our shareholders on or about [●], 2022.

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET	1

QUESTIONS AND ANSWERS ABOUT THE MERGER	8

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	11

THE PARTIES	11

THE MERGER	12
Overview	12
Background of the Merger	12
Required Approval of the Merger; Record Date; Action by Shareholder Consent	16
Recommendations of the Special Committee and the Board; Reasons for the Merger	16
Prospective Financial Information	18
Opinion of Houlihan Lokey to the Special Committee	20
Certain Effects of the Merger	25
Effects on the Company if the Merger is not Completed	25
Financing of the Merger	26
Material U.S. Federal Income Tax Consequences of the Merger	27
Dividends	29
Regulatory Approvals Required for the Merger	29
Delisting and Deregistration of the Company Common Stock	29

THE MERGER AGREEMENT	29
The Merger	30
Closing and Effective Time of the Merger	30
Consideration to be Received in the Merger	30
Cancellation of Shares	30
Treatment of Equity-Based Awards	30
Appraisal Rights	30
Payment for Shares	31
Representations and Warranties	32
Operating Covenants	34
Action by Shareholder Consent	35
No Solicitation; Board Recommendation	35
Reasonable Best Efforts and Certain Pre-Closing Obligations	37
Access to Information; Confidentiality	37
Indemnification	38
Employee Benefits Matters	38
Additional Agreements	38
Conditions to the Merger	39
Termination	39
Termination Fees	40
Effect of Termination	41
Amendment; Extension; Waiver	41

ANCILLARY AGREEMENTS WITH CERTAIN SHAREHOLDERS	41
The Support Agreement	41
The Equity Purchase Agreement	42
The Real Estate Purchase Agreement	42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	42

APPRAISAL RIGHTS	43

MARKET PRICE AND DIVIDEND INFORMATION	44

		Page
HOUSEHOLDING		44

SHAREHOLDER PROPOSALS		44
Proposals Pursuant to Rule 14a-8		45
Proposals and Nominations Pursuant to our Bylaws		45

WHERE YOU CAN FIND ADDITIONAL INFORMATION		45

Annex A	Agreement and Plan of Merger, dated as of June 21, 2022	A-1
Annex B	Opinion of Houlihan Lokey to the Special Committee	B-1
Annex C	Sections 607.1301 to 607.1340 of the Florida Business Corporation Act	C-1

OCEAN BIO-CHEM, INC.

4041 SW 47th Avenue

Fort Lauderdale, Florida 33314

INFORMATION STATEMENT

This information statement and notice of action by written consent and appraisal rights (collectively, this “Information Statement”) contains information relating to the Agreement and Plan of Merger, dated June 21, 2022 (the “merger agreement”), entered into among OneWater Marine Inc., a Delaware corporation (“Parent”), OBCMS, Inc., Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Ocean Bio-Chem, Inc., a Florida corporation (“OBCI”, the “Company”, “we”, “us” or “our”). We are furnishing this Information Statement to shareholders of the Company pursuant to applicable provisions of Florida law and certain securities regulations. This Information Statement is dated [●], 2022 and is first being mailed to our shareholders on or about [●], 2022.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

SUMMARY TERM SHEET

This summary term sheet highlights selected information in this Information Statement and may not contain all of the information about the merger (as defined below under “The Merger”) that is important to you. We have included page references in parentheses to direct you to more complete descriptions of the topics presented in this summary term sheet. You should carefully read this Information Statement in its entirety, including the annexes hereto and the other documents to which we have referred you, for a more complete understanding of the merger. You may obtain, without charge, copies of documents incorporated by reference into this Information Statement by following the instructions under the section of this Information Statement entitled “Where You Can Find Additional Information” beginning on page 45.

The Parties

(page 11)

OBCI is principally engaged in the manufacture, marketing, and distribution of a broad line of appearance, performance and maintenance products for the marine, automotive, power sports, recreational vehicle, home care and outdoor power equipment markets, under the Star brite® and Star Tron® brand names. We sell these products within the United States of America and Canada. In addition, we produce private label formulations of many of our products for various customers and provide custom blending and packaging services for these and other products. We also manufacture, market and distribute chlorine dioxide-based deodorizing disinfectant, and sanitizing products under the Star brite® and Performacide® brand names, utilizing a patented delivery system for use with products containing chlorine dioxide. Our Company Common Stock is listed on Nasdaq Capital Market, which we refer to as “Nasdaq”, under the trading symbol “OBCI”. OBCI’s principal executive office is located at 4041 SW 47th Avenue, Fort Lauderdale, Florida 33314 and its telephone number is (954) 587-6280.

OneWater Marine Inc. is one of the largest and fastest-growing marine retailers in the United States with 96 retail locations, ten distribution centers/warehouses and multiple online marketplaces in 20 different states. Its retail locations are located in highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in top 20 states for marine retail expenditures. It offers a broad range of products and services and has diversified revenue streams, which include the sale of new and pre-owned boats, finance and insurance products, parts and accessories, maintenance, repair and other services. The combination of its significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enable it to provide a consistently professional experience as reflected in the number of its repeat customers and same-store sales growth. One Water Marine Inc.’s Common Stock is listed on Nasdaq Global Market under the trading symbol “ONEW”. OneWater Marine Inc.’s principal executive office is located at 6275 Lanier Islands Parkway, Buford, Georgia 30518 and its telephone number is (678) 541-6300.

Merger Sub was formed by OneWater Marine Inc. on June 16, 2022 solely for the purpose of consummating the merger and the other transactions contemplated by the merger agreement. Upon the consummation of the merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 6275 Lanier Islands Parkway, Buford, Georgia 30518 and its telephone number is (678) 541-6300.

Please see the section of this Information Statement entitled “The Parties” beginning on page 11.

The Merger

(page 12)

The Company, Parent and Merger Sub entered into the merger agreement on June 21, 2022. A copy of the merger agreement is included as Annex A to this Information Statement. Under the terms of the merger agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, which we refer to as the “merger”. The Company will survive the merger on the terms and subject to the conditions set forth therein (the “surviving corporation”).

Upon the consummation of the merger, each share of the Company that is issued and outstanding immediately prior to the effective time of the merger (defined below under “The Merger Agreement—Closing and Effective Time of the Merger”), other than shares owned by the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent or shares with respect to which appraisal rights have been properly exercised in accordance with the Florida Business Corporation Act (the “FBCA”), will be converted into the right to receive $13.08, without interest and less any applicable withholding taxes (the “merger consideration”).

Please see the section of this Information Statement entitled “The Merger” beginning on page 12.

Recommendations of the Special Committee and the Board; Reasons for the Merger

(page 16)

After consideration of various factors as discussed under “The Merger—Recommendations of the Special Committee and the Board; Reasons for the Merger” beginning on page 16, the Special Committee, composed of two members of the Board who are not parties to the merger, directly or indirectly, other than as a result of being a shareholder of the corporation, and who have no direct or indirect material financial interest or other material interest in the merger, unanimously determined that the merger and the other transactions contemplated by the merger agreement, on the terms and subject to the conditions set forth in the merger agreement, are in the best interests of and beneficial to the Company and its shareholders. Based on such determination, the Special Committee unanimously recommended to the Board that the Board approve and declare advisable the merger agreement and the transactions contemplated thereby (including the merger).

After consideration of the recommendation of the Special Committee and the other factors discussed under “The Merger—Recommendations of the Special Committee and the Board; Reasons for the Merger” beginning on page 16, the Board unanimously (i) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the shareholders of the Company, (ii) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, (iii) declared the merger agreement advisable and (iv) resolved to recommend authorization and adoption of the merger agreement by the shareholders of the Company.

For a discussion of the material factors that the Special Committee and the Board considered in determining to approve the merger agreement, please see the section of this Information Statement entitled “The Merger—Recommendations of the Special Committee and the Board; Reasons for the Merger” beginning on page 16.

Required Approval of the Merger; Record Date; Action by Shareholder Consent

(page 16)

Under Florida law, the Company’s Articles of Incorporation, as amended to date, and the Company’s Amended and Restated Bylaws, the adoption of the merger agreement by the Company’s shareholders required the approval of the shareholders of Company Common Stock by a majority of the votes entitled to be cast on the merger agreement, which under Florida law may be effected through written consent without a meeting by written consent of the holders of outstanding shares of the Company Common Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Company Common Stock entitled to vote thereon were present and voted. Shareholders are entitled to cast one (1) vote in person or by proxy for each share of the Company Common Stock held.

On June 21, 2022, the record date for determining shareholders of the Company entitled to provide written shareholder consent to the approval of the merger agreement, in lieu of a meeting thereof, (the “record date”), there were 9,509,799 shares of the Company Common Stock outstanding and entitled to vote, held by 2,481 shareholders of record.

On June 21, 2022, the Consenting Shareholders, delivered to the corporate secretary of the Company an irrevocable written consent (the “shareholder consent”) approving the merger agreement. As of June 21, 2022, the Consenting Shareholders held shares of the Company representing approximately 55.3% of the voting power of all outstanding shares of the Company. Accordingly, the approval of the merger agreement by the Company’s shareholders was effected in accordance with Section 607.0704 of the FBCA on June 21, 2022. No further approval of the shareholders of the Company is required to adopt the merger agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the merger agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the merger agreement. If the merger agreement is terminated in accordance with its terms, the shareholder consent will be of no further force and effect.

Federal securities laws state that the merger may not be completed until at least 20 days after the date of mailing of this Information Statement to the Company’s shareholders. Therefore, notwithstanding the execution and delivery of the shareholder consent (which was obtained shortly after the execution of the merger agreement), the merger will not occur until that time has elapsed. We currently expect the merger to be completed during the third quarter of 2022, subject to certain government regulatory reviews and approvals and the satisfaction of the other conditions to closing in the merger agreement. However, there can be no assurance that the merger will be completed on or prior to that time, or at all.

This Information Statement shall constitute notice to you from the Company that the merger and the merger agreement have been adopted by the holders of a majority of the voting power of the Company Common Stock by written consent in lieu of a meeting in accordance with Section 607.704 of the FBCA.

Please see the section of this Information Statement entitled “The Merger Agreement—Action by Shareholder Consent” beginning on page 35.

Opinion of Houlihan Lokey to the Special Committee

(page 20)

On June 21, 2022, Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) orally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated June 21, 2022) as to the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the merger pursuant to the merger agreement. For purposes of Houlihan Lokey’s opinion, “Unaffiliated Shareholders” refers to the holders of Company Common Stock other than Peter G. Dornau, the Peter Dornau Family, LLC, Maureen Dornau, PEJE, Inc. and their respective affiliates.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such), and, as requested by the Special Committee, the Board (in its capacity as such), and only addressed the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this information statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex B to this information statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this information statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder or any other person as to how to act or vote with respect to any matter relating to the merger or otherwise.

Please see the section of this Information Statement entitled “The Merger—Opinion of Houlihan Lokey to the Special Committee” beginning on page 20.

Appraisal Rights

(page 30)

The Company’s shareholders (other than the Consenting Shareholders) who did not vote or sign a consent in favor of the approval of the merger agreement may have the right to seek appraisal of the fair value of such holder’s shares of Company Common Stock if the merger is completed in lieu of receiving the merger consideration, but only if such holder does not vote or sign a consent in favor of the merger and otherwise complies with the procedures of Sections 607.1301 through 607.1340 of the FBCA, which is the appraisal rights statute applicable to Florida corporations. These appraisal rights are summarized in the accompanying Information Statement. This notice and the Information Statement shall constitute notice to you from the Company of the potential availability of appraisal rights under Section 607.1302 of the FBCA.

A copy of Sections 607.1301 through 607.1340 of the FBCA is included as Annex C to this Information Statement. We urge you to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to demand appraisal, shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to comply strictly with all of the requirements of Sections 607.1301 through 607.1340 may result in loss of the right of appraisal. You should be aware that the “fair value” of your shares of Company Common Stock as determined under Sections 607.1301 through 607.1340 could be more than, the same as, or less than the value that you are entitled to receive under the terms of the merger agreement.

Please see the section of this Information Statement entitled “The Merger Agreement—Appraisal Rights” beginning on page 30.

Certain Effects of the Merger

(page 25)

Upon the consummation of the merger, Merger Sub will be merged with and into the Company, and the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

Following the consummation of the merger, shares of the Company will no longer be traded on Nasdaq or any other public market, and the registration of shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be terminated.

Please see the section of this Information Statement entitled “The Merger—Certain Effects of the Merger” beginning on page 25.

Effects on the Company if the Merger is not Completed

(page 25)

Under certain circumstances, if the merger agreement is terminated, a termination fee or reverse termination fee may be payable by the Company or Parent, respectively.

Please see the section of this Information Statement entitled “The Merger Agreement—Termination Fees” beginning on page 40.

Treatment of Equity-Based Awards

(page 30)

There are no outstanding options to purchase shares of Company Common Stock, nor are there any outstanding stock units, stock awards, stock appreciation rights or stock-based awards, whether issued under the Company’s 2015 Equity Compensation Plan or otherwise.

As of the date of this Information Statement, neither the Company nor Parent has entered into any compensatory agreements with any of the Company’s executive officers in connection with the merger and the Company has not amended or modified any existing employment agreements or other arrangements with management.

Please see the section of this Information Statement entitled “The Merger Agreement—Treatment of Equity-Based Awards” beginning on page 30.

Interests of the Company’s Directors and Executive Officers in the Merger

(page 26)

You should be aware that certain of our directors and executive officers may have interests in the merger that may be different from, or in addition to, your interests as a shareholder and that may present actual or potential conflicts of interest. These interests include the following:

	●	continued indemnification and insurance coverage for our current and former directors and officers for six years following the closing under the merger agreement; and

●

the receipt by the members of the Special Committee of certain fees for their service on the Special Committee.

In addition, as described below under “Ancillary Agreements with Certain Shareholder,” certain shareholders of the Company affiliated with Peter G. Dornau, the Company’s Chairman, President and Chief Executive Officer, entered into certain transaction agreements with Parent and its other subsidiaries in connection with the merger. The transactions contemplated by such transaction agreements are referred to as the “Ancillary Transactions.”

The Special Committee and the Board were aware of these interests and considered that these interests may be different from, or in addition to, the interests of our shareholders generally, among other matters, in making their respective determinations regarding the merger agreement. The interests of the Company’s directors and officers are described more fully under the section of this Information Statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger” beginning on page 26.

Financing of the Merger

(page 26)

The merger is not subject to a financing condition. Parent plans to use cash on hand, debt financing and other available sources of financing to fund the purchase price. Parent intends to finance the merger consideration through debt financing and has entered into a debt financing commitment letter with Truist Bank (“Truist”), pursuant to which Truist has committed to provide a debt financing in an aggregate principal amount of $125 million, subject to the conditions set forth in the debt financing commitment letter dated June 21, 2022 (the “Debt Commitment Letter”), between Truist, Truist Securities, Inc., in its capacity as arranger for the debt financing (“Truist Securities”), and Parent. The obligation of Truist to provide the debt financing under the Debt Commitment Letter is subject to a number of conditions, including the receipt of executed loan documentation, satisfaction of the conditions to, and consummation of, the merger and other customary closing conditions for financings of this type.

Please see the section of this Information Statement entitled “The Merger—Financing of the Merger” beginning on page 26.

Conditions to the Merger

(page 39)

Each party’s obligation to effect the merger is subject to the satisfaction or waiver (if permissible under applicable law), on or prior to the closing date of the merger, which we refer to as the “closing date”, of the following conditions:

●

The requisite shareholder approval shall have been obtained in accordance with applicable law and the charter documents of the Company and, if obtained by the shareholder written consent, the Company Information Statement shall have been cleared by the SEC and mailed to the Company’s shareholders (in accordance with Regulation 14C under the Exchange Act) at least 20 days prior to the Closing.

●

The waiting period applicable to the consummation of the merger under the HSR Act (or any extension thereof) shall have expired or been terminated and all required filings have been made and all required approvals obtained (or waiting periods expired or terminated) under applicable antitrust laws.

●

No governmental authority having jurisdiction over any party hereto shall have enacted, issued, promulgated, enforced, or entered any laws or orders, whether temporary, preliminary, or permanent, that make illegal, enjoin, or otherwise prohibit consummation of the merger or the other transactions contemplated by the merger agreement.

●

All consents, approvals and other authorizations of any governmental authority set forth in Section 6.01(d) of the Company Disclosure Letter and required to consummate the merger and the other transactions contemplated by the merger agreement (other than the filing of the articles of merger with the Department of State of the State of Florida) shall have been obtained, free of any condition that would reasonably be expected to have a company material adverse effect or a material adverse effect on Parent’s and Merger Sub’s ability to consummate the transactions contemplated by the merger agreement.

Each party’s obligation to consummate the merger is also subject to the satisfaction or waiver (if permissible under applicable law), on or prior to the closing date, of certain additional conditions, including:

●

subject to certain materiality qualifiers, the accuracy of the representations and warranties of the other party; and

●

performance in all material respects by the other party of its obligations under the merger agreement. The consummation of the merger is not conditioned upon Parent’s receipt of financing.

Parent’s obligation to consummate the merger is also subject to the satisfaction or waiver (if permissible under applicable law), on or prior to the closing date, of the condition that the Ancillary Transactions shall either (i) have closed, or (ii) had all conditions to the closings thereof satisfied or waived by the parties thereto.

Please see the section of this Information Statement entitled “The Merger Agreement—Conditions to the Merger” beginning on page 39.

Regulatory Approvals

(page 29)

The consummation of the merger is subject to review under the HSR Act and the receipt of the non-U.S. jurisdiction governmental approvals. As described above in the section entitled “Conditions to the Merger”, the obligations of the Company, Parent and Merger Sub to effect the merger are subject to the expiration or termination of the waiting period (and any extension thereof) applicable to the merger under the HSR Act and the receipt of the non-U.S. jurisdiction governmental approvals.

The merger agreement generally requires each party to use reasonable best efforts to resolve objections that may be asserted under any antitrust law with respect to the transactions contemplated by the merger agreement, subject to certain exceptions (as described under “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations”).

Please see the section of this Information Statement entitled “The Merger—Regulatory Approvals Required for the Merger” beginning on page 29.

No Solicitation; Board Recommendation

(page 35)

The merger agreement generally restricts the Company’s ability to solicit takeover proposals (as defined below under “The Merger Agreement—No Solicitation; Board Recommendation”) from (including by furnishing non-public information to) third parties, or participate in discussions or negotiations with third parties regarding any takeover proposal. Under certain circumstances, prior to obtaining shareholder approval (which has now been obtained), and in compliance with certain obligations contained in the merger agreement, the merger agreement would have permitted the Company to engage in negotiations with, and provide information to, third parties that made an unsolicited takeover proposal that was, or would reasonably have been expected to lead to, a superior proposal (as defined below under “The Merger Agreement—No Solicitation; Board Recommendation”) and terminate the merger agreement in order to accept an unsolicited takeover proposal that constituted a superior proposal, subject to payment by the Company of a $3,375,000 termination fee to Parent.

Please see the section of this Information Statement entitled “The Merger Agreement—Termination Fees” beginning on page 40.

However, these rights to engage in negotiations and terminate the merger agreement ceased upon the receipt by the corporate secretary of the Company of the shareholder consent constituting the shareholder approval on June 21, 2022.

Please see the section of this Information Statement entitled “The Merger Agreement—No Solicitation; Board Recommendation” beginning on page 35.

Termination

(page 39)

The merger agreement may be terminated at any time prior to the closing of the merger in the following circumstances:

●

by mutual written consent of Parent, Merger Sub and the Company;

●	by either Parent or the Company:

●

if the merger is not consummated on or before the September 30, 2022 (the “outside date”); provided that the right to so terminate the merger agreement will not be available to a party whose breach of any representation, warranty, covenant, or agreement set forth in the merger agreement has been a primary contributing cause of, or was a primary contributing factor that resulted in, the failure of the merger to be consummated on or before the outside date;

●

if any legal restraint permanently preventing or prohibiting consummation of the merger is in effect and is final and non-appealable; provided that the right to so terminate the merger agreement will not be available to a party whose breach of any representation, warranty, covenant, or agreement set forth in the merger agreement has been a primary contributing cause of, or was a primary contributing factor that resulted in, the issuance, promulgation, enforcement, or entry of any such legal restraint; or

●

if the merger agreement has been submitted to the shareholders of the Company for adoption at a duly convened meeting of the shareholders of the Company and the requisite approval of the shareholders of the Company to approve the merger shall not have been obtained at such meeting (unless such meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof).

●	by Parent:

●

in the event of certain breaches of any representation, warranty, covenant, or agreement on the part of the Company set forth in the merger agreement; provided that Parent and Merger Sub are not then in material breach of any representation, warranty, covenant, or obligation contained in the merger agreement; or

●

in the event holders of more than ten percent (10%) of the outstanding fully diluted shares of Company Common Stock as of immediately prior to the effective time of the merger, in the aggregate, shall have exercised the statutory appraisal rights of such shares in accordance with Sections 607.1301-607.1340 of the FBCA.

●	by the Company:

●

in the event of certain breaches of any representation, warranty, covenant, or agreement on the part of Parent or Merger Sub set forth in the merger agreement; provided that the Company is not then in material breach of any representation, warranty, covenant, or obligation contained in the merger agreement.

The merger agreement also includes several provisions pursuant to which the parties could have terminated the merger agreement prior to obtaining shareholder approval (which has now been obtained), including to permit (x) Parent to terminate the merger agreement if (1) our Board or the Special Committee (i) withdrew or modified in a manner adverse to Parent or Merger Sub, or proposed publicly to withdraw or modify in a manner adverse to Parent or Merger Sub, the recommendation that holders of Company Common Stock vote in favor of adopting the merger agreement or (ii) approved or recommended, or proposed publicly to approve or recommend, any takeover proposal or resolved or agreed to take any such action (any action described in this bullet being referred to as an “adverse recommendation change”), (2) there was a breach in any material respect of the non-solicitation provisions of the merger agreement by the Company or (3) the shareholder consent had not executed and delivered to Parent within 24 hours of the execution of the merger agreement and (y) the Company to terminate the merger agreement if our Board had received a superior proposal, subject to our compliance in all material respects with certain match rights provisions of the merger agreement and payment of the applicable termination fee. However, each of these termination provisions expired upon delivery of the shareholder consent to the corporate secretary of the Company on June 21, 2022, which constituted receipt of the shareholder approval (as described above under “The Merger Agreement—Action by Shareholder Consent”).

Please see the section of this Information Statement entitled “The Merger Agreement—Termination” beginning on page 39.

Termination Fees

(page 40)

If the merger agreement is terminated under specified circumstances, the Company will be required to pay Parent a termination fee of $3,375,000.

If, by the date that is sixty (60) days from the date of the merger agreement, Parent has failed to confirm in writing to the Company that it has available cash in an amount which, together with the debt financing to be provided under the Debt Commitment letter, is required to pay the merger consideration, then Parent will be required to pay the Company a reverse termination fee of $5,000,000; provided, however, that the Company’s right to terminate the merger agreement in such a circumstance shall not be available to the Company if the Company is then in material breach of any of its representations, warranties, covenants or agreements in the merger agreement.

Please see the section of this Information Statement entitled “The Merger Agreement—Termination Fees” beginning on page 40.

Material U.S. Federal Income Tax Consequences

(page 27)

The receipt of cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. Generally, for U.S. federal income tax purposes, if you are a U.S. holder (as defined below under “The Merger—Material U.S. Federal Income Tax Consequences of the Merger”), you will recognize gain or loss equal to the difference between the amount of cash you receive in the merger and your adjusted tax basis in the shares of Company Common Stock converted into cash in the merger. If you are a non-U.S. holder (as defined below under “The Merger— Material U.S. Federal Income Tax Consequences of the Merger”), the merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless you have certain connections to the United States, but may be a taxable transaction to you under non-U.S. federal income tax laws, and you are encouraged to seek tax advice regarding such matters. Because individual circumstances may differ, we recommend that you consult your own tax advisor to determine the particular tax effects to you.

Please see the section of this Information Statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 27 for a more complete discussion of the material U.S. federal income tax consequences of the merger.

Additional Information

(page 45)

You can find more information about the Company in the periodic reports and other information we file with the U.S. Securities and Exchange Commission (the “SEC”). The information is available at the website maintained by the SEC at www.sec.gov.

Please see the section of this Information Statement entitled “Where You Can Find Additional Information” beginning on page 45.

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger. These questions and answers may not address all questions that may be important to you as a shareholder. You should read the more detailed information contained elsewhere in this Information Statement, the annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement.

Q:	Why am I receiving this Information Statement?

On June 21, 2022, the Company entered into the merger agreement with Parent and Merger Sub, and the Consenting Shareholders adopted the merger agreement and approved the merger. Applicable provisions of Florida law and certain securities regulations require us to provide you with information regarding the merger, even though your vote or consent is neither required nor requested to adopt the merger agreement or complete the merger.

Q:	As a shareholder of the Company, what will I receive in the merger?

If the merger is completed, you will be entitled to receive $13.08, without interest and less any applicable withholding taxes, for each share of Company Common Stock that you own immediately prior to the effective time of the merger. However, shareholders of the Company who properly demand and perfect appraisal rights under the FBCA and comply precisely with the procedures and requirements set forth in Section 607.1302 will not receive the per share merger consideration, but will instead be paid the “fair value” of their shares (as determined by the Court), together with interest, if any, as determined by the Court, unless such holder subsequently withdraws or otherwise loses such holder’s appraisal rights.

The exchange of shares of Company Common Stock for cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. Please see the section of this Information Statement entitled “The Merger—Material U.S. Federal Income Tax Consequences of the Merger” for a more detailed description of the United States federal income tax consequences of the merger. You should consult your own tax advisor for a full understanding of how the merger will affect your federal, state, local and/or non-U.S. taxes.

Q:	What was the role of the Special Committee and did the Special Committee recommend the merger agreement?

The Special Committee, composed of two members of the Board who are not parties to the merger, directly or indirectly, other than as a result of being a shareholder of the corporation, and who have no direct or indirect material financial interest or other material interest in the merger, was formed in April 2022. Since its formation and throughout this process, the Special Committee, together with its advisors, has been meeting separately from management of the Company and the rest of the Board to evaluate important decisions relating to this process, including the decision to enter into the merger agreement with Parent. The Board and management of the Company, as well as their advisors, have kept the Special Committee and its advisors informed as to the progress of this process, provided them with access to requested information, cooperated with their requests to monitor this process, and taken into account their input throughout this period.

After careful consideration and evaluation of the merger, and in consideration of, among other things, the advice of its legal and financial advisors, the Special Committee unanimously voted to recommend to the Board that the Board approve and declare advisable the merger agreement and the transactions contemplated thereby (including the merger). To review the Special Committee’s reasons for recommending the approval and adoption of the merger agreement, please see the section of this Information Statement entitled “The Merger—Recommendations of the Special Committee and the Board; Reasons for the Merger” beginning on page 16.

Q:	Why did the Board approve the merger and the merger agreement?

A:	After careful consideration and evaluation of the merger, and in consideration of, among other things, the recommendation of the Special Committee, our Board approved and declared advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement.

For a discussion of the factors that the Board considered in determining to approve the merger agreement, please see the section of this Information Statement entitled “The Merger—Reasons for the Merger”. In addition, in determining to approve the merger agreement, the Board was aware that some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of the Company’s shareholders generally. Please see the section of this Information Statement entitled “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger”.

Q:	Is the approval of shareholders necessary to adopt the merger agreement? Why am I not being asked to vote on the merger agreement?

The adoption of the merger agreement by the Company’s shareholders required the affirmative vote or written consent of the holders of a majority of the voting power of all outstanding shares of Company Common Stock. The shareholder approval was obtained on June 21, 2022, the date on which the Consenting Shareholders delivered to the corporate secretary of the Company the shareholder consent adopting the merger agreement. As of June 21, 2022, the Consenting Shareholders held approximately 55.3% of the voting power of all outstanding shares of Company Common Stock. Accordingly, the adoption of the merger agreement by the Company’s shareholders was effected in accordance with Section 607.0704 of the FBCA on June 21, 2022. No further approval of the shareholders of the Company is required to adopt the merger agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the merger agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the merger agreement.

Q:	What will happen to outstanding Company equity-based awards in the merger?

A:	There are no outstanding Company equity-based awards.

Q:	Do any of the Company’s directors or executive officers have any interests in the merger that are different from, or in addition to, my interests as a shareholder?

A:	Certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a shareholder. These interests include the following:

●

continued indemnification and insurance coverage for our current and former directors and officers for six years following the closing under the merger agreement; and

●

the receipt by the members of the Special Committee of certain fees for their service on the Special Committee.

Q:	If I hold my shares in certificated form, should I send in my stock certificates now?

No. As soon as reasonably practicable after the effective time of the merger, each holder of record of a certificate representing shares of Company Common Stock which were converted into the right to receive the merger consideration will be sent a letter of transmittal and instructions describing the procedure for surrendering such certificate in exchange for the merger consideration. If you hold your shares in certificated form, you will receive your cash payment after the paying agent or other person specified in the instructions receives your stock certificate, the executed letter of transmittal and any other documents requested in the instructions. You should not forward your stock certificates to the paying agent or other person specified in the instructions without a letter of transmittal.

Q:	What should I do if I hold my shares in non-certificated book-entry form?

A:	If you hold shares of Company Common Stock in non-certificated book-entry form, you will not be required to deliver a stock certificate. You will receive your cash payment of the aggregate amount of merger consideration to which you are entitled following the effective time of the merger.

Q:	Am I entitled to appraisal rights in connection with the merger?

Shareholders (other than the Consenting Shareholders) may be entitled to appraisal rights under Sections 607.1301 through 607.1340 of the FBCA so long as they follow the procedures precisely and satisfy the conditions set forth in Sections 607.1301 through 607.1340. For more information regarding appraisal rights, please see the section of this Information Statement entitled “The Merger Agreement—Appraisal Rights”. In addition, a copy of Section 607.1302 is included as Annex C to this Information Statement. Failure to strictly comply with Sections 607.1301 through 607.1340 of the FBCA may result in your waiver of, or inability to exercise, appraisal rights.

Q:	What happens if a third party makes an offer to acquire the Company before the merger is completed?

Prior to obtaining the shareholder approval, our Board could have, subject to certain requirements and rights of Parent, terminated the merger agreement in connection with the Company’s receipt of an unsolicited superior proposal. This termination right ceased upon delivery to the corporate secretary of the Company of the shareholder consent by the Consenting Shareholders constituting the shareholder approval on June 21, 2022.

Q:	When is the merger expected to be completed?

We are working toward completing the merger as promptly as possible. We currently expect the merger to be completed during the third quarter of 2022, subject to certain government regulatory reviews and approvals and the satisfaction of the other conditions to closing in the merger agreement. However, there can be no assurance that the merger will be completed on or prior to that time, or at all.

Q:	What effect will the merger have on the Company?

If the merger is consummated, Merger Sub will be merged with and into the Company, and the Company will continue to exist immediately following the merger as a wholly owned subsidiary of Parent. Following such consummation of the merger, shares of Company Common Stock will no longer be traded on Nasdaq or any other public market, and the registration of shares of such common stock under the Exchange Act will be terminated.

Q:	What happens if the merger is not completed?

If the merger is not completed for any reason, our shareholders will not receive any payment for their Company Common Stock pursuant to the merger agreement. Instead, we will remain as a public company and shares of Company Common Stock will continue to be registered under the Exchange Act and listed and traded on Nasdaq.

Under certain circumstances, if the merger agreement is terminated, a termination fee or reverse termination fee may be payable by the Company or Parent, respectively. Please see the section of this Information Statement entitled “The Merger Agreement— Termination Fees”.

Q:	What is householding and how does it affect me?

The SEC permits companies to send a single set of certain disclosure documents to shareholders who share the same address and have the same last name, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each shareholder continues to receive a separate set of disclosure documents. This practice, known as “householding”, is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (954) 587-6280 or by mail to Ocean Bio-Chem, Inc., 4041 SW 47th Avenue, Fort Lauderdale, Florida 33314. We will promptly send additional copies of this Information Statement upon receipt of such request.

Q:	Who can help answer my questions?

A:	If you have questions about the merger after reading this Information Statement, please contact the Company by phone at (954) 587-6280 or by mail to Ocean Bio-Chem, Inc., 4041 SW 47th Avenue, Fort Lauderdale, Florida 33314.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Any statements in this Information Statement regarding the proposed merger, the expected timetable for completing the proposed merger, future financial and operating results, future capital structure and liquidity, benefits and synergies of the proposed merger, future opportunities for the combined company, general business outlook and any other statements about the future expectations, beliefs, goals, plans or prospects of the board or management of the Company constitute forward-looking statements. Any statements that are not statements of historical fact (including statements containing the words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “forecast,” “objective,” “plan,” or “targets,” and their variants and other similar expressions) are intended to identify forward-looking statements. There are a number of factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the proposed transaction contemplated by the merger agreement in the time frame expected by the parties or at all; the ability to obtain the required regulatory approvals without conditions, and the satisfaction of the other conditions to the consummation of such proposed transaction; the potential impact of the announcement or consummation of such proposed transaction on relationships, including with current and prospective employees, suppliers, distributors, customers and competitors; the ability of third parties to fulfill their obligations relating to such proposed transaction; and the other factors and financial, operational and legal risks or uncertainties described in the Company’s public filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2021 and subsequent reports on Form 10-Q and 8-K filed with the SEC, all of which are or may in the future be incorporated by reference into this Information Statement. The Company disclaims any intention or obligation to update or revise any forward-looking statements as a result of developments occurring after the date of this document except as required by law.

THE PARTIES

Ocean Bio-Chem, Inc. is in the manufacture, marketing, and distribution of a broad line of appearance, performance and maintenance products for the marine, automotive, power sports, recreational vehicle, home care and outdoor power equipment markets, under the Star brite® and Star Tron® brand names. We sell these products within the United States of America and Canada. In addition, we produce private label formulations of many of our products for various customers and provide custom blending and packaging services for these and other products. We also manufacture, market and distribute chlorine dioxide-based deodorizing disinfectant, and sanitizing products under the Star brite® and Performacide® brand names, utilizing a patented delivery system for use with products containing chlorine dioxide. Our Company Common Stock is listed on Nasdaq Capital Market, which we refer to as “Nasdaq”, under the trading symbol “OBCI”. OBCI’s principal executive office is located at 4041 SW 47th Avenue, Fort Lauderdale, Florida 33314 and its telephone number is (954) 587-6280.

OneWater Marine Inc. is one of the largest and fastest-growing marine retailers in the United States with 96 retail locations, ten distribution centers/warehouses and multiple online marketplaces in 20 different states. Its retail locations are located in highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in top 20 states for marine retail expenditures. It offers a broad range of products and services and has diversified revenue streams, which include the sale of new and pre-owned boats, finance and insurance products, parts and accessories, maintenance, repair and other services. The combination of its significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enable it to provide a consistently professional experience as reflected in the number of its repeat customers and same-store sales growth. OneWater Marine Inc.’s Common Stock is listed on Nasdaq Global Market under the trading symbol “ONEW”. OneWater Marine Inc.’s principal executive office is located at 6275 Lanier Islands Parkway, Buford, Georgia 30518 and its telephone number is (678) 541-6300.

OBCMS, Inc. was formed by Parent on June 16, 2022 solely for the purpose of consummating the merger and the other transactions contemplated by the merger agreement. Upon the consummation of the merger, Merger Sub will cease to exist. Merger Sub’s principal executive office is located at 6275 Lanier Islands Parkway, Buford, Georgia 30518 and its telephone number is (678) 541-6300.

THE MERGER

Overview

Under the terms of the merger agreement, subject to the satisfaction or waiver (if permissible under applicable law) of specified conditions, Merger Sub will be merged with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent. The Board approved the merger agreement and recommended that the Company’s shareholders vote to approve the merger agreement.

Upon the consummation of the merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent or shares with respect to which appraisal rights have been properly exercised in accordance with the FBCA) will be converted into the right to receive $13.08, without interest and less any applicable withholding taxes.

Background of the Merger

As part of the Company’s long term planning process, senior management of the Company, together with the Board, periodically reviews financial and strategic opportunities, potential operational changes and other ways to enhance the value for the Company’s shareholders. These include analyzing Company performance, competitive dynamics, industry and overall economic trends as well as new technologies. Occasionally these discussions have included the Company’s strategy to continue operating as a standalone entity against the potential to enhance value through a possible sale.

While the Company has not been formally offered for sale, the Company has been approached on several occasions over the course the last two years from other entities inquiring into the possibility of acquiring the Company.

In February 2021, Gregor M. Dornau, the Company’s Executive Vice President - Sales & Marketing, received a call from a representative in charge of acquisitions for Company A, a large company that participates in the marine and RV markets and has a history of acquisitions in those respective industries. The initial phone call was to judge interest and obtain basic overall information regarding the Company and entities related thereto. A second call took place in May 2021 between Gregor Dornau and the same representative of Company A to explore further potential mutual interest from both Company A and the Company in pursuing a transaction. In July 2021, Gregor Dornau sent the representative of Company A an email with basic details on the Company’s markets and business channels. No further communication was had with Company A.

In July 2021, the Company was contacted by a representative of Company B with a request to arrange a call to discuss a potential acquisition of the Company by Company B. Company B is a large company that participates in the marine and RV markets and has a history of acquisitions in those respective industries. On July 22, 2021, Gregor Dornau was contacted by the representative of Company B and they engaged in an initial phone call to discuss potential mutual interest. A meeting was arranged for August 13, 2021, between Gregor Dornau, Peter G. Dornau, the Company’s Chairman, President and Chief Executive Officer, and members of Company B’s senior management. At the meeting, the attendees discussed the Company’s divisions, products and brands, its overall strategy in the marketplace and the potential fit of the Company with Company B, as well as various matters regarding Company B and its strategy. These discussions were fairly informal, with no detailed information or formal business plan shared. Following this meeting, there was no further communication with Company B.

In January 2022, the Company’s senior management was contacted via email by a representative in charge of acquisitions for Company C, a large hedge fund that has acquired companies in many industries, including the marine industry, with a request to arrange a call to discuss the possibility of a sale of the Company to, or partial merger of the Company with, Company C. A meeting was held on January 6, 2022 at the Company’s headquarters with two representatives of Company C. This meeting included dialogue regarding the histories and sales strategies of the Company and Company C, and whether a there was a potential fit between the companies. Following the end of the main meeting, one of the representatives of Company C indicated to Gregor Dornau that such representative planned to present a potential transaction with the Company to the Company C board of directors, and that he believed there was the potential for the Company C board of directors to authorize pursuing a transaction with the Company at a per share price of approximately equal to the then current market price with no premium. The stock price during the week of January 3, 2022 had a high of $9.35 and a low of $8.41. The representative of Company C suggested speaking again following the Company’s release of its financial results for the year ended December 31, 2021, which would be published around the beginning of the second quarter of 2022 (and in fact were released on March 31, 2022).

Also in January 2022, Peter and Gregor Dornau received an email from Jeff Huntley, CEO of T-H Marine Supplies, LLC (“T-H Marine”), a subsidiary of Parent, seeking to arrange a meeting between Messrs. Dornau, Mr. Huntley, and Austin Singleton, CEO of Parent, to discuss T-H Marine’s interest in acquiring the Company and its affiliated companies.

On February 8, 2022, Mr. Huntley and Mr. Singleton met with Peter and Gregor Dornau and with Jeffrey Barocas, the Company’s Vice President – Finance and Chief Financial Officer, at the Company’s headquarters. The parties exchanged certain basic information regarding the respective history and sales strategies of both companies, as well as their respective strategies, market channels and a potential fit between the two entities.

On February 17, 2022, the Company and T-H Marine, and their respective affiliates, entered into a Non-Disclosure Agreement and exchanged basic financial information via email.

On March 7, 2022, Mr. Huntley sent an email to Gregor Dornau explaining his thought process behind the Company’s valuation. Using multiples of EBITDA derived from publicly available financial information, Mr. Huntley provided data showing that a 6.5X multiple of EBITDA was consistent with the mid-range of larger deals in the industry as well as historical trend data showing a 20-30% premium over the Company’s then current stock price. While Mr. Huntley did not express a defined offer, the data Mr. Huntley provided, when applied to the Company’s financials, resulted in a suggested valuation for the Company between $95 million at 6.5X multiple of EBITDA to $110 million with a 7.5X multiple of EBITDA.

On March 8, 2022, a representative of Company D, a large company that mainly services the automotive industries, reached out to Peter Dornau via email seeking to arrange a call to discuss a potential acquisition of the Company by Company D.

On March 11, 2022, Peter Dornau and Mr. Barocas had an initial telephone conversation with representatives of Company D. The parties shared certain basic information regarding each other’s businesses.

Also on March 11, 2022, Gregor Dornau sent an email to Mr. Huntley outlining the Company senior management’s thought process on the Company’s valuation and including certain example valuations from other similar specialty chemical companies over the prior two years. These examples showed an average EBITDA multiplier of 12.5X. This email also discussed an adjusted EBITDA calculation provided by the Company which took into consideration the removal of certain public company expenses as well as select salaries of employees that would likely not continue in their roles following a potential sale. This adjusted EBITDA calculation indicated a potential reduction in expenses of $2 million. The email also discussed the Company’s strong cash position and provided insight into sustainable sales gains made by the Company in 2021. Lastly, the email included a counteroffer of an 8X multiple of the EBITDA (as revised by the Company) for OBCI at approximately $125-128 million and $7 million for Star Brite Europe, Inc., a privately-held entity controlled by Peter Dornau (“SB Europe”). The purchase of SB Europe is defined as the SB Europe Acquisition and described further below in the section entitled “Ancillary Agreements with Certain Shareholders of the Company – The Equity Purchase Agreement.”

On March 15, 2022, Mr. Huntley responded to Gregor Dornau that the T-H Marine would seriously consider the March 11 proposed counteroffer and requested more detailed financial information regarding the Company’s financial results.

On March 18, 2022, Gregor Dornau and Mr. Barocas sent Mr. Huntley certain financial information regarding the Company.

On March 24, 2022, Mr. Huntley conveyed formal indications of interest for the purchase by T-H Marine of OBCI for $128 million and of SB Europe for $7 million.

Also on March 24, 2022, Peter Dornau responded to Mr. Huntley that he would support the offered terms in the indications of interest and proposed that the parties commence efforts to finalize a transaction.

On March 25, 2022, the Company engaged Morgan, Lewis & Bockius LLP (“Morgan Lewis”) to represent the Company in the proposed transaction.

On March 26, 2022, a Non-Disclosure Agreement was executed between OBCI and Company D and Mr. Barocas shared certain basic financial information with Company D. On May 3, 2022, Peter and Gregor Dornau and Mr. Barocas had a second call with representatives of Company D to further discuss both companies’ histories and the potential fit between the companies. During this call, a senior representative of Company D indicated that Company D’s preference in a potential acquisition would involve consideration that would be partially cash and partially stock of Company D. The Company’s representatives indicated that the Company’s preference would be for an all-cash transaction. No discussion occurred regarding a valuation of the Company nor was an offer made by Company D.

On March 29, 2022, Morgan Lewis was introduced to T-H Marine’s counsel, Butler Snow LLP (“Butler Snow”).

From April 8, 2022 through April 28, 2022, the aforementioned representative of Company C and Greg Dornau exchanged several follow up emails, in which they discussed a potential follow up call and a potential visit by representatives of Company C to tour the Company’s manufacturing facility of the Company. Company C did not indicate any changes to the valuation that had been suggested by Company C during the January discussions. No second call or visit occurred and there was no further discussion with Company C.

On April 8, 2022, the Company’s Board of Directors was informed of the potential transaction by the Company’s senior management. The Board discussed, with the participation of Morgan, Lewis, the potential formation of a Special Committee to consider the transaction with T-H Marine.

On April 12, 2022, the Board appointed the Special Committee.

On April 14, 2022, Butler Snow delivered an initial draft of the merger agreement to Morgan Lewis.

On April 21, 2022, the Special Committee held a meeting at which representatives of Morgan Lewis were also present. During this meeting, Morgan Lewis summarized to the Special Committee the principal issues found in the initial draft of the merger agreement. Such issues discussed included, among other things: (i) a requirement that the Company deliver to Parent a written consent of shareholders approving and adopting the merger agreement within 24 hours of execution; (ii) a “no-shop” covenant that restricted the Board’s ability to negotiate alternative acquisition proposals, whether or not such proposals were solicited by the Board or the Company; (iii) an exception to the no-shop covenant which would allow the Board to consider potential superior alternative acquisition proposals but only prior to the receipt of shareholder approval of the merger agreement; (iv) the circumstances in which either the Company or Parent could terminate the merger agreement; and (v) the termination fee, the amount of which was not determined, and expenses incurred by Parent that the Company must pay to Parent in the event the merger agreement was terminated for certain circumstances. Morgan Lewis and the Special Committee discussed that the fact that the initial draft of the merger agreement allowed Parent to terminate the agreement in the event that a written consent of Company shareholders approving the merger agreement was not delivered within 24 hours, combined with the fact that the exception to the no-shop covenant was only applicable prior to receiving shareholder approval, effectively eliminated the Board and the Special Committee’s ability to consider alternative acquisition proposals. The Special Committee and Morgan Lewis also discussed the fact that the initial draft of the merger agreement contemplated a termination fee payable by the Company following certain termination events but did not contemplate a similar fee to be payable by Parent. Among other things, the Special Committee directed Morgan Lewis to revise the merger agreement to include (a) a 30-day “contest period” following the receipt of shareholder approval during which the Board and the Special Committee could consider and negotiate superior alternative acquisition proposals and (b) a termination fee to be payable by Parent in the event the merger agreement was terminated under certain circumstances.

On April 26, 2022, Morgan Lewis delivered a revised draft of the merger agreement to Butler Snow which incorporated the revisions previously discussed between Morgan Lewis and the Special Committee.

On April 27, 2022, the Special Committee engaged Houlihan Lokey to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the transaction.

On May 10, 2022, Butler Snow delivered a revised draft of the merger agreement to Morgan Lewis.

On May 12, 2022, the Special Committee held a meeting at which representatives of Morgan Lewis were present. During this meeting, Morgan Lewis summarized to the Special Committee the key revisions made by T-H Marine to the draft of the merger agreement. Such revisions included: (i) the removal of the 30-day “contest period” following the receipt of shareholder approval during which the Board and the Special Committee could consider and negotiate superior alternative acquisition proposals; (ii) the introduction of a defined amount of $3.75 million for the termination fee payable by the Company in the event the merger agreement was terminated under certain circumstances; (iii) the acceptance of the proposed termination fee payable by Parent in the event the merger agreement was terminated under certain circumstances and the introduction of a defined amount for such termination fee of $4.5 million; and (iv) the introduction of an “outside date” of August 1, 2022 which would allow either party to terminate the merger agreement if the merger was not consummated by such date. Morgan Lewis also explained to the Special Committee that, prior to delivering the revised draft of the merger agreement on May 10, 2022, a representative of Butler Snow had a conversation with a representative of Morgan Lewis during which the representative of Butler Snow indicated that T-H Marine felt strongly about removing the 30-day contest period and would be unlikely to proceed with the proposed transaction in the event that the merger agreement did not reflect T-H Marine’s original proposed structure of requiring the delivery of a shareholder written consent within 24 hours approving the merger and prohibiting the Board and the Special Committee from considering potential superior alternative acquisition proposals after the receipt of such shareholder approval. Following a discussion on the foregoing topics, among other things, the Special Committee directed Morgan Lewis to revise the merger agreement to, among other things: (a) accept T-H Marine’s proposed structure and timing with respect to obtaining shareholder approval and the exception to the no-shop covenant; (b) decrease the termination fee payable by the Company to $3 million; (c) increase the termination fee payable by Parent to $5.5 million; and (d) extend the outside date to September 30, 2022.

On May 20, 2022, the Company and T-H Marine discussed a restructuring of the transaction to include a standalone purchase of the Company headquarters, which is privately owned by a private entity owned by Peter Dornau and leased by such entity to the Company. The $128 million proposed purchase price had assumed that the Company would have acquired the headquarters property for $3.6 million prior to the closing of the merger. The proposed restructure would reduce the sale price of the Company to $124.4 million and have T-H Marine instead purchase the headquarters property directly for $3.6 million. This transaction is defined as the Real Estate Acquisition and described further below in the section entitled “Ancillary Agreements with Certain Shareholders of the Company – The Real Estate Purchase Agreement.”

On June 2, 2022, Morgan Lewis delivered a revised draft of the merger agreement to Butler Snow which incorporated the revisions previously discussed between Morgan Lewis and the Special Committee.

On June 10, 2022, Butler Snow delivered a revised draft of the merger agreement to Morgan Lewis, which such draft among other things: (i) increased the termination fee payable by the Company to $3.375 million; and (ii) decreased the termination fee payable by Parent to $5 million. Following discussions between Morgan Lewis and the Special Committee, the Special Committee directed Morgan Lewis to accept these amounts proposed for the parties’ respective termination fees.

On June 10, 2022, the aforementioned representative of Company D sent Greg and Peter Dornau an email indicating that Company D remained interested in setting up a further conversation to discuss a potential sale but that they were moving slowly, and that the representative did not have a date or timeline for setting up that call. Company D did not indicate any changes to the consideration mix that had been suggested by Company D during the March discussions.

On June 16, 2022, Greg Dornau and Mr. Huntley discussed certain diligence matters including with respect to state taxation matters. The parties resolved the diligence issues and agreed to move forward without making any changes to the merger agreement.

The Special Committee met on June 21, 2022 to further consider the proposed transaction. At the invitation of the Special Committee, representatives of the Special Committee’s legal and financial advisors also attended the meeting. Representatives of Morgan Lewis reviewed with the Special Committee their fiduciary duties in the context of the proposed transaction. Morgan Lewis described for the Company the terms of the proposed SB Europe Acquisition and the Real Estate Acquisition, the consummation of both of which is a condition precedent to the consummation of the merger. Morgan Lewis then summarized the material terms of the proposed form of the merger agreement, including, among other things: (i) the structure of the transaction and the mechanics of the merger; (ii) the representations and warranties made by the Company; (iii) the interim operating covenants applicable to the Company; (iv) the requirement to obtain a shareholder written consent within 24 hours of executing the merger agreement; (v) the Board and Special Committee’s obligations and restrictions pertaining to alternative acquisition proposals; (vi) the treatment of Company employees by Parent following the closing; (vii) the Company’s obligation to cooperate with Parent in connection with the debt financing; (viii) the Company’s obligation to cooperate with Parent in connection with making filings required by the HSR Act; (ix) the conditions precedent to the closing of the merger; (x) the triggering events that would entitle either Parent or the Company to terminate the merger agreement; and (xi) the termination fee payable by either Parent or the Company in the event the merger agreement is terminated under certain circumstances. At the request of the Special Committee, Houlihan Lokey then reviewed and discussed its financial analyses with respect to the Company and the proposed merger. Thereafter, as requested by the Special Committee, Houlihan Lokey orally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated June 21, 2022), as to the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.

At the conclusion of such meeting, the Special Committee, taking into account all of the foregoing, unanimously recommended that the Board (i) approve the merger and declare that the merger agreement and the merger are advisable and fair to, in the best interests of and beneficial to the Company and its shareholders, (ii) authorize the appropriate officer or officers of the Company to execute and deliver the merger agreement and (iii) submit the merger agreement to the shareholders of the Company for adoption and approval and recommend that the shareholders of the Company adopt and approve the merger agreement and the transactions contemplated thereby, including the merger.

Following the Special Committee’s recommendation, the Board then, taking into account all of the foregoing, unanimously (i) determined that the merger agreement and the transactions contemplated thereby are advisable and fair to, in the best interests of and beneficial to the Company and its shareholders; and (ii) approved and adopted and recommended to the Company’s shareholders that they adopt and approve the merger agreement and the merger, upon the terms and subject to the conditions set forth in the merger agreement.

The parties thereafter finalized and executed the merger agreement.

Following the execution of the merger agreement, the Consenting Shareholders, collectively representation approximately 55.3% of the voting power of all outstanding shares of the Company, delivered a written consent, dated June 21, 2022, approving the merger agreement and the transactions contemplated thereby, which was subsequently delivered to Parent within 24 hours of signing the merger agreement, as contemplated by the merger agreement.

The parties announced the transaction at approximately 7:00 a.m., Eastern Time on June 22, 2022.

Required Approval of the Merger; Record Date; Action by Shareholder Consent

Under Florida law and the Company’s Articles of Incorporation, as amended to date, and Amended and Restated Bylaws, the adoption of the merger agreement by the Company’s shareholders required the affirmative vote or written consent of the holders of a majority of the voting power of all outstanding shares of Company Common Stock. Holders of Company Common Stock are entitled to cast one (1) vote in person or by proxy for each share of Company Common Stock held.

On June 21, 2022, the record date, there were 9,509,799 shares of Company Common Stock outstanding and entitled to vote, held by 2,481 shareholders of record.

On June 21, 2022, the Consenting Shareholders delivered to the corporate secretary of the Company the shareholder consent in respect of shares of Company Common Stock representing approximately 55.3% of the voting power of all outstanding shares of Company Common Stock. Such written consent constituted adoption of the merger agreement by the holders of the requisite number of shares of Company Common Stock in accordance with the FBCA and, accordingly, the adoption of the merger agreement by the Company’s shareholders was effected in accordance with Section 607.0704 of the FBCA on June 21, 2022. No further approval of the shareholders of the Company is required to adopt the merger agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the merger agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the merger agreement.

Federal securities laws state that the merger may not be completed until 20 days after the date of mailing of this Information Statement to the Company’s shareholders. Therefore, notwithstanding the execution and delivery of the shareholder consent (which was obtained shortly after the execution of the merger agreement), the merger will not occur until that time has elapsed. We currently expect the merger to be completed during the third quarter of 2022, subject to certain government regulatory reviews and approvals and the satisfaction of the other conditions to closing in the merger agreement. However, there can be no assurance that the merger will be completed on or prior to that time, or at all.

Recommendations of the Special Committee and the Board; Reasons for the Merger

On June 21, 2022, the Special Committee determined that the proposed merger agreement, the merger and the other transactions contemplated by the merger agreement were in the best interests of and beneficial to the Company and its shareholders. Based on such determination, the Special Committee unanimously recommended to the Board of Directors that the Board of Directors approve and declare advisable the Merger Agreement and the transactions contemplated thereby (including the merger).

Also, on June 21, 2022, at a special meeting of the Board, following the Special Committee’s determination, our Board of Directors unanimously (i) determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, the shareholders of the Company, (ii) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, (iii) declared the merger agreement advisable and (iv) resolved to recommend authorization and adoption of the merger agreement by the shareholders of the Company.

In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, the Special Committee and the Board consulted with the senior management of the Company, as well as representatives of Houlihan Lokey, Butler Snow and MLB. In the course of making the determination that the merger and the other transactions contemplated by the merger agreement are in the best interests of and beneficial to the Company and its shareholders, approving and declaring advisable the merger agreement, the merger and the other transactions contemplated by the merger agreement and recommending that the holders of Company Common Stock vote in favor of adopting the merger agreement, the Board considered numerous factors, including the following material factors and benefits of the merger:

In the course of evaluating the merger agreement and the merger and reaching its decision to recommend that the Board approve and adopt the merger agreement and recommend that our shareholders adopt and approve the merger agreement and the merger, the Special Committee consulted with senior management and our outside financial and legal advisors, reviewed a significant amount of information and considered a number of factors, including the following principal factors, each of which the Board also considered in its determination to approve and adopt the merger agreement and recommend that our shareholders adopt and approve the merger agreement and the merger:

●

the Special Committee’s belief that it had obtained Parent’s best and final offer and that it was unlikely that any other party would be willing to acquire the Company at a higher price;

●

the Special Committee’s conclusion that the merger agreement (i) was the product of arm’s length negotiations and (ii) contained terms and conditions that were favorable to the Company and its shareholders;

●

the fact that the only other third parties that were identified as possible bidders gave preliminary indications of interest that implied a per share price materially below Parent’s $13.08 per share offer price;

●

the value of the consideration to be received by Company shareholders pursuant to the merger agreement, as well as the fact that Company shareholders will receive the consideration in cash, which provides certainty of value and liquidity to such shareholders;

●

the fact that the $13.08 per share to be paid as the consideration in the offer represents an approximately 120.9% premium over the Company’s closing stock price on the last full trading day prior to the public announcement of the merger agreement and a 92.1% premium over the average closing price of the Company’s stock over the 30 trading day period prior to the announcement of the merger agreement;

●

the fact that Parent has obtained a firm commitment for debt financing from the lenders under its current debt facility;

●

the Company’s right to receive a $5,000,000 termination fee payable by Parent if the merger agreement is terminated for certain reasons provided in the merger agreement;

●

the Company management team’s and the Special Committee’s assessment of the challenges facing the Company remaining an independent public company, including the costs of remaining a public company;

●

historical and current information concerning the Company’s business, financial performance and condition, operations, technology, management and competitive position, and current industry, economic and market conditions;

●

the internal estimates of the Company’s future financial performance, as well as the potential impact on such future financial performance if the challenges and risks to the Company’s business that we had identified were in fact realized;

●

the then-current financial market conditions, volatility and trading information with respect to the Company’s common stock, including the possibility that if the Company remained a public company, in the event of a decline in the market price of the Company’s common stock or the stock market in general, the price that might be received by the Company’s shareholders in the open market or in a future transaction might be significantly less than the $13.08 per share cash price to be paid pursuant to the merger;

●

the terms and conditions of the merger agreement, including:

○

the Special Committee’s belief that the termination fee payable to Parent was reasonable in the context of termination fees that were payable in other comparable transactions and would not be likely to preclude another party from making a competing proposal;

○

the sufficient operating flexibility for the Company to conduct its business in the ordinary course between the execution of the merger agreement and the consummation of the merger;

○

the conditions to the offer contained in the merger agreement, which the Special Committee believes are reasonable and customary in number and scope, and which, in the case of the condition related to the accuracy of the Company’s representations and warranties, are generally subject to a “material adverse effect” qualification; and

○

the Company’s entitlement, under certain conditions, to seek specific performance of Parent’s obligations under the merger agreement, including Parent’s and Merger Sub’s obligation to close the merger when required;

●

the financial analysis reviewed by Houlihan Lokey with the Special Committee as well as the oral opinion of Houlihan Lokey rendered to the Special Committee on June 21, 2022 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated June 21, 2022), as to the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.

●

the lack of significant antitrust risk associated with the merger and the obligations of Parent to use its reasonable best efforts to obtain promptly required antitrust clearance required for the completion of the merger under the circumstances set out in the merger agreement; and

●

the availability of potential appraisal rights to the Company’s shareholders under the FBCA.

The Special Committee, in reaching its conclusions and making its recommendation to the Board, and the Board, also considered the following countervailing factors:

●

the risks and costs to the Company if the merger does not close, including costs incurred related to the negotiation of the merger, the diversion of management and employee attention, potential employee attrition and the potential effect on customer and vendor relationships;

●

the restrictions that the merger agreement imposes on our ability to solicit or participate in discussions or negotiations regarding alternative acquisition proposals, subject to certain exceptions, and that restrict the Company from entering into alternative acquisition agreements, and the fact that we would be obligated to pay a $3,375,000 termination fee to Parent under certain circumstances;

●

the fact that the Company will no longer exist as an independent public company and the Company’s shareholders will no longer participate in potential future earnings or growth, if any, and will not benefit from appreciation in the value of the Company, if any;

●

the fact that gains from an all-cash transaction would be taxable to the Company’s shareholders for U.S. federal income tax purposes;

●

the significant costs involved in connection with negotiating the merger agreement and completing the merger, including in connection with any litigation that may result from the announcement or pendency of the merger, and the fact that if the merger is not consummated, the Company may be required to bear such costs;

●

the restrictions on the conduct of our business prior to the completion of the merger, requiring us to conduct our business only in the ordinary course, subject to specific limitations and exceptions, which may delay or prevent us from undertaking business opportunities that may arise pending completion of the merger; and

●

the interests of our officers and directors in the merger that may be different from or in addition to the interests of our shareholders generally.

The foregoing discussion of the factors considered by the Special Committee and the Board is not intended to be exhaustive, but rather includes the principal factors considered by the Special Committee and the Board. The Special Committee and the Board reached the conclusion to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors described above and other factors that the members of the Special Committee and the Board believed were appropriate. The Special Committee and the Board did not assign relative weights to the foregoing factors or determine that any factor was of particular importance. Rather, the Special Committee and the Board viewed their positions and recommendations as being based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Prospective Financial Information

The Company does not, as a matter of general practice, prepare or publicly disclose financial projections due to the difficulty of predicting the Company’s results, as well as economic and industry conditions. However, for purposes of the Board’s and the Special Committee’s evaluation of the proposed merger and Houlihan Lokey’s financial analyses, Company management prepared projections for fiscal years 2022 through 2026 (the “Company Forecasts”), which are summarized in the table below.

The Company Forecasts were made available to the Board and the Special Committee for purposes of their evaluation of the proposed merger and to Houlihan Lokey, who was authorized and directed to use and rely upon the Company Forecasts for purposes of its financial analyses and opinion to the Special Committee. The portions of the Company Forecasts set forth below are included in this information statement only because this information was provided to the Board, the Special Committee and Houlihan Lokey. However, the inclusion of such information should not be regarded as an indication that any party considered, or now considers, any of the Company Forecasts to be a reliable prediction of future results. No person has made or makes any representation or warranty to any shareholder of the Company or any other person regarding the information included in the Company Forecasts.

The Company Forecasts are subjective in many respects and are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Although presented with numerical specificity, the Company Forecasts are based upon and reflect numerous judgments, estimates and assumptions made by the Company’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the Company’s business, all of which are difficult to predict and many of which are beyond the Company’s control. As such, the Company Forecasts constitute forward-looking statements and are subject to risks and uncertainties that could cause actual results to differ materially from the results projected, including the factors described under “Cautionary Statement Regarding Forward-Looking Statements”. As a result, we cannot assure you that the estimates and assumptions made in preparing the Company Forecasts will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected results. In addition, the Company Forecasts cover multiple years and such information by its nature becomes less reliable with each successive year.

Some or all of the assumptions that have been made regarding, among other things, the occurrence or the timing of certain events or impacts may have changed since the date the Company Forecasts were made, and the portions of the Company Forecasts set forth below do not take into account any circumstances or events occurring after the date the applicable forecast was prepared. The Company Forecasts do not take into account the effects of the merger, the potential synergies that may be achieved as a result of the merger, or the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed.

The Company Forecasts were not prepared with a view toward public disclosure or toward complying with generally accepted accounting principles (including U.S. generally accepted accounting principles, “GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the Company Forecasts are unaudited and neither the Company’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the Company Forecasts, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Company Forecasts.

The inclusion of portions of the Company Forecasts herein is not deemed an admission or representation by the Company, the independent directors or the Board, their advisors or any other person, that the Company Forecasts are viewed by the Company as material information of the Company or the surviving corporation. THE COMPANY DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE COMPANY FORECASTS TO REFLECT CIRCUMSTANCES EXISTING SINCE THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR OR ARE NO LONGER APPROPRIATE, OR TO REFLECT CHANGES IN GENERAL ECONOMIC, REGULATORY OR INDUSTRY CONDITIONS. In light of the foregoing factors and uncertainties inherent in the Company Forecasts, readers of this Information Statement are cautioned not to place undue, if any, reliance on the portions of the Company Forecasts set forth below.

The Company Forecasts include certain non-GAAP measures because the Company’s management believed such measures would be useful to the Board, the Special Committee and Houlihan Lokey in evaluating the prospects of the Company. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP, including net income from continuing operations. The Company’s calculations of these non-GAAP measures may differ from others in its industry and are not necessarily comparable with information presented under similar sounding captions used by other companies.

Subject to the foregoing qualifications, the following is a summary of the Company Forecasts. All amounts in the tables below are in millions of U.S. dollars except for the tax rate.

Company Projections

The following table presents a summary of the OBCI management forecasts relating to OBCI (on a standalone basis) for the calendar years 2022 through 2026.

	Year Ending December 31,
	2022E		2023E		2024E		2025E		2026E
	(in millions)
Net Sales	$	66.8	$	71.4	$	75.9	$	80.1	$	84.4
Adjusted EBITDA⁽¹⁾	$	12.5	$	13.9	$	14.7	$	15.3	$	15.8
Adjusted EBIT⁽²⁾	$	10.8	$	12.3	$	13.3	$	13.9	$	14.6
Unlevered Free Cash Flows⁽³⁾	$	8.4	$	10.1	$	11.2	$	12.1	$	12.3

(1)

Adjusted EBITDA as used by OBCI is a non-GAAP measure and is defined as Adjusted EBIT (as defined below) plus depreciation and amortization expense.

(2)

Adjusted EBIT as used by OBCI is a non-GAAP measure and is defined as net sales less (i) cost of goods sold less (ii) operating expenses, including advertising & promotion expenses and general & administrative expenses less (iii) depreciation and amortization expense.

(3)

OBCI does not generally use, or make projections with respect to, unlevered free cash flow in the operation of its business and estimates of unlevered free cash flow were not included in the financial forecasts described above. However, OBCI management provided to the Special Committee estimates of capital expenditures, changes in net working capital and taxes, which at the direction of, and as approved by, the Special Committee were used to calculate the estimated unlevered free cash flow of OBCI. Such estimates, and the estimates of capital expenditures, changes in net working capital and taxes, are subject to all the qualifications and limitations provided above with respect to the other financial forecasts.

Opinion of Houlihan Lokey to the Special Committee

On June 21, 2022, Houlihan Lokey orally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated June 21, 2022) as to the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the merger pursuant to the merger agreement.

In connection with its opinion, Houlihan Lokey made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Among other things, Houlihan Lokey:

reviewed an execution version of the merger agreement dated June 21, 2022;

reviewed certain publicly available business and financial information relating to the Company that Houlihan Lokey deemed to be relevant;

reviewed certain information relating to the historical, current and future operations, financial condition and prospects of the Company made available to Houlihan Lokey by the Company, including financial projections prepared by the management of the Company relating to the Company (the “Projections”);

spoke with certain members of the management of the Company and certain of its representatives and advisors regarding the business, operations, financial condition and prospects of the Company, the merger and related matters;

compared the financial and operating performance of the Company with that of other companies with publicly traded equity securities that Houlihan Lokey deemed to be relevant;

considered the publicly available financial terms of certain transactions that Houlihan Lokey deemed to be relevant;

reviewed the current and historical market prices for the Company Common Stock; and

conducted such other financial studies, analyses and inquiries and considered such other information and factors as Houlihan Lokey deemed appropriate.

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to it, discussed with or reviewed by it, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company advised Houlihan Lokey, and Houlihan Lokey assumed, that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of the Company. At the Special Committee’s direction, Houlihan Lokey assumed that the Projections provided a reasonable basis on which to evaluate the Company and the merger, and Houlihan Lokey, at the Special Committee’s direction, used and relied upon the Projections for purposes of its analyses and opinion. Houlihan Lokey expressed no view or opinion with respect to the Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments referred to therein were true and correct, (b) each party to the merger agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the merger would be satisfied without waiver thereof, and (d) the merger would be consummated in a timely manner in accordance with the terms described in the merger agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable federal, state and local statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or the Company that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any respect from the execution version of the merger agreement identified above.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to, and did not, make any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company or any other party. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey did not undertake any independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the merger, the securities, assets, businesses or operations of the Company or any other party, or any alternatives to the merger, (b) negotiate the terms of the merger, or (c) advise the Special Committee, the Board or any other party with respect to alternatives to the merger. Houlihan Lokey expressed no view or opinion as to any such matters, including the terms that might have been obtained if any of the foregoing had been undertaken. Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. As the Special Committee was aware, the credit, financial and stock markets were experiencing unusual volatility and Houlihan Lokey expressed no opinion or view as to any potential effects of such volatility on the merger, and its opinion did not purport to address potential developments in any such markets. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion. Houlihan Lokey did not express any view or opinion as to the price or range of prices at which the Company Common Stock could be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee (in its capacity as such) and, as requested by the Special Committee, the Board (in its capacity as such) in connection with their evaluation of the merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Special Committee, the Board, the Company, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the Board, the Company, its security holders or any other party to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger or otherwise (other than the merger consideration to the extent expressly specified in the opinion), including, without limitation, the support agreements to be entered into by certain shareholders of the Company, the SB Europe Purchase Agreement, the Real Estate Sales Contract, the SB Europe Acquisition or the Real Estate Acquisition, (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of its opinion, (iv) the relative merits of the merger as compared to any alternative business strategies or transactions that might have been available for the Company or any other party, (v) the consideration in the SB Europe Acquisition (the “SB Europe Acquisition Consideration”) or the consideration in the Real Estate Acquisition (the “Real Estate Acquisition Consideration”) including, without limitation, the fairness of the SB Europe Acquisition Consideration to be received by the shareholders of SB Europe relative to the fairness of the merger consideration to be received by the holders of Company Common Stock or the fairness of the Real Estate Acquisition Consideration to be received by the Real Estate Seller relative to the fairness of the merger consideration to be received by the holders of Company Common Stock, (vi) the fairness of any portion or aspect of the merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vii) whether or not the Company, Parent, their respective security holders or any other party is receiving or paying reasonably equivalent value in the merger, (viii) the solvency, creditworthiness or fair value of the Company, Parent or any other participant in the merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (ix) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger, any class of such persons or any other party, relative to the merger consideration or otherwise. Furthermore, Houlihan Lokey did not express any opinion, counsel or interpretation regarding matters that require legal, regulatory, environmental, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, with the Special Committee’s consent Houlihan Lokey relied on the assessments by the Special Committee, the Board, the Company and their respective advisors, as to all legal, regulatory, environmental, accounting, insurance, tax and other similar matters with respect to the Company, the merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. The estimates contained in the Projections and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Special Committee and the Board in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the merger consideration or of the views of the Special Committee, the Board or management with respect to the merger or the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between the Company and Parent, and the decision to enter into the merger agreement was solely that of the Special Committee and the Board.

Financial Analyses

In preparing its opinion to the Special Committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Special Committee on June 21, 2022. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including the following:

●

Adjusted EBITDA — generally, the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization for a specified time period, adjusted for certain non-recurring items.

●

Enterprise Value — generally, the value as of a specified date of the relevant company’s outstanding equity securities (taking into account outstanding options and other securities convertible, exercisable or exchangeable into or for equity securities of the company) plus the amount of its net debt (the amount of its outstanding indebtedness, non-convertible preferred stock, capital lease obligations and non-controlling interests less the amount of cash and cash equivalents on its balance sheet).

Unless the context indicates otherwise, equity values used in the selected companies analysis described below were calculated using the closing prices of the common stock of the selected companies listed below as of June 16, 2022, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of the Company relied upon for the financial analyses described below were based on the Projections, and estimates of the future financial performance of the selected companies listed below were based on publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain financial data for selected companies with publicly traded equity securities that Houlihan Lokey deemed relevant.

The financial data reviewed included:

●

Enterprise value as a multiple of Adjusted EBITDA for the last twelve months, or “LTM Adjusted EBITDA”;

●

Enterprise value as a multiple of estimated Adjusted EBITDA for calendar year 2022, or “CY 2022E Adjusted EBITDA”; and

●

Enterprise value as a multiple of estimated Adjusted EBITDA for calendar year 2023, or “CY 2023E Adjusted EBITDA.”

The selected companies and resulting low, high, median and mean financial data included the following:

Selected Specialty Chemical Companies

●

Chase Corporation

●

Diversey Holdings, Ltd.

●

Ecolab Inc.

●

Fuchs Petrolub SE

●

H.B. Fuller Company

●

Innospec Inc.

●

Quaker Chemical Corporation

●

RPM International Inc.

●

Stepan Company

●

Valvoline Inc.

Selected Marine Companies

●

BRP Inc.

●

Brunswick Corporation

●

Malibu Boats, Inc.

●

Marine Products Corporation

●

MarineMax, Inc.

●

MasterCraft Boat Holdings, Inc.

●

OneWater Marine Inc.

Enterprise Value / Adjusted EBITDA

LTM

CY 2022E

CY 2023E

Selected Specialty Chemical Companies

Low

7.7

7.2

High

19.0

16.9

15.1

Median

12.7

9.9

8.9

Mean

12.3

10.9

9.7

Selected Marine Companies

Low

2.9

2.8

2.9

High

7.8

5.2

4.9

Median

4.9

4.2

4.0

Mean

5.3

4.2

3.9

All Selected Companies

Low

2.9

2.8

2.9

High

19.0

16.9

15.1

Median

7.9

7.7

7.2

Mean

9.4

8.2

7.4

Taking into account the results of the selected companies analysis, Houlihan Lokey applied selected multiple ranges of 10.5x to 12.5x LTM adjusted EBITDA, 8.5x to 10.5x CY 2022E adjusted EBITDA and 7.5x to 9.5x CY 2023E adjusted EBITDA to corresponding financial data for the Company. The selected companies analysis indicated implied value reference ranges per share of Company Common Stock of $10.54 to $12.58 based on LTM adjusted EBITDA, $10.96 to $13.58 based on CY 2022E adjusted EBITDA and $10.78 to $13.69 based on CY 2023E adjusted EBITDA, in each case as compared to the merger consideration of $13.08 per share.

Selected Transactions Analysis. Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. The financial data reviewed included transaction value as a multiple of LTM Adjusted EBITDA.

The selected transactions and resulting low, high, median and mean financial data were:

Date Announced	Target	Acquiror
Selected Specialty Chemicals Transactions
1/27/2022	Apollo Chemical Ltd; Fourny NV.	H.B. Fuller Company
8/31/2021	Performance Adhesives Business of Ashland LLC	Arkema S.A.
8/23/2021	Microbial Control Business Unit of International Flavors & Fragrances Inc.	LANXESS Aktiengesellschaft
7/6/2021	Solenis International LLC	Sigura Water
2/8/2021	Arxada Services AG	Bain Capital Private Equity, LP; Cinven Limited
3/20/2020	Cimcool Business of Milacron LLC	DuBois Chemicals, Inc.
11/15/2018	Global Auto Care Business of Spectrum Brands Holdings, Inc	Energizer Holdings, Inc
11/1/2018	Sigura Water	Platinum Equity, LLC
9/4/2017	Royal Adhesives & Sealants, LLC	H.B. Fuller Company
4/5/2017	Houghton International Inc. (nka:Quaker Houghton PA, Inc.)	Quaker Chemical Corporation
3/27/2017	Sealed Air Corporation, Diversey Care Division and the Food Hygiene and Cleaning Business	Bain Capital Private Equity, LP
5/24/2016	HandStands	Energizer Holdings, Inc
2/24/2016	Prestone Products Corporation	KIK Custom Products Inc. (nka:Aerosols Danville Inc.)
4/8/2015	Zep, Inc	New Mountain Capital

Selected Marine Transactions
7/20/2021	Barletta Boat Company, LLC	Winnebago Industries, Inc
1/5/2021	Maverick Boat Group, Inc.	Malibu Boats, LLC
9/10/2018	Crest Marine, LLC	MasterCraft Boat Company, LLC
8/22/2018	Pursuit Boats	Malibu Boats, LLC
5/30/2018	Boat Holdings, LLC	Polaris Industries Inc.
10/2/2017	NauticStar, LLC	MCBC Holdings, Inc.
6/29/2017	West Marine, Inc	Monomoy Capital Management, L.P.
6/28/2017	Cobalt Boats, LLC	Malibu Boats, LLC
7/5/2016	Thunder Jet Boats Inc.	Brunswick Corporation
7/20/2015	Jimmy Styks, LLC	Vista Outdoor Inc.

	Transaction Value / LTM Adjusted EBITDA
Selected Specialty Chemicals Transactions
Low		9.6	x
High		20.1	x
Median		12.1	x
Mean		12.3	x
Selected Marine Transactions
Low		6.5	x
High		24.3	x
Median		8.0	x
Mean		10.8	x
All Selected Transactions
Low		6.5	x
High		24.3	x
Median		10.7	x
Mean		11.7	x

Taking into account the results of the selected transactions analysis, Houlihan Lokey applied a selected multiple range of 11.0x to 13.0x LTM adjusted EBITDA to corresponding financial data for the Company. The selected transactions analysis indicated an implied value reference range per share of Company Common Stock of $11.05 to $13.09, as compared to the merger consideration of $13.08 per share.

Discounted Cash Flow Analysis. Houlihan Lokey performed a discounted cash flow analysis of the Company based on the Projections. Houlihan Lokey applied discount rates ranging from 12.0% to 14.0% and perpetuity growth rates ranging from 2.5% to 3.5%. The discounted cash flow analysis indicated an implied value reference range per share of Company Common Stock of $10.73 to $14.02, as compared to the merger consideration of $13.08 per share.

Other Matters

Houlihan Lokey was engaged to provide an opinion to the Special Committee as to the fairness, from a financial point of view, to the Unaffiliated Shareholders of the merger consideration to be received by such holders in the merger. The Special Committee engaged Houlihan Lokey based on Houlihan Lokey’s experience and reputation. Houlihan Lokey is regularly engaged to provide financial advisory services in connection with mergers and acquisitions, financings and financial restructurings. Pursuant to Houlihan Lokey’s engagement by the Special Committee, Houlihan Lokey became entitled to a fee of $350,000 for its services all of which became payable upon or prior to the rendering of its opinion to the Special Committee. The Company has also agreed to reimburse Houlihan Lokey for certain expenses and to indemnify Houlihan Lokey, its affiliates and certain related parties against certain liabilities and expenses, including certain liabilities under the federal securities laws, arising out of or related to Houlihan Lokey’s engagement.

In the ordinary course of business, certain of Houlihan Lokey’s employees and affiliates, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, the Company, Parent or any other party that may be involved in the merger and their respective affiliates or security holders or any currency or commodity that may be involved in the merger.

Houlihan Lokey and certain of its affiliates may provide investment banking, financial advisory and/or other financial or consulting services to the Company, Parent other participants in the merger or certain of their respective affiliates or security holders in the future, for which Houlihan Lokey and its affiliates may receive compensation. Furthermore, in connection with bankruptcies, restructurings, distressed situations and similar matters, Houlihan Lokey and certain of its affiliates may have in the past acted, may currently be acting and may in the future act as financial advisor to debtors, creditors, equity holders, trustees, agents and other interested parties (including, without limitation, formal and informal committees or groups of creditors) that may have included or represented and may include or represent, directly or indirectly, or may be or have been adverse to, the Company, Parent, other participants in the merger or certain of their respective affiliates or security holders, for which advice and services Houlihan Lokey and its affiliates have received and may receive compensation.

Certain Effects of the Merger

Upon the consummation of the merger, Merger Sub will be merged with and into the Company upon the terms set forth in the merger agreement. As the surviving corporation in the merger, the Company will continue to exist following the merger as a wholly owned subsidiary of Parent.

None of Parent, Merger Sub or any of their controlled affiliates beneficially owns, or will prior to the closing date beneficially own, any shares of Company Common Stock. Following the merger, all of the Company’s equity interests will be beneficially owned by Parent and none of the Company’s current shareholders will, by virtue of the merger, have any ownership interest in, or be a shareholder of, the Company, the surviving corporation or Parent after the consummation of the merger. As a result, the Company’s current shareholders will no longer benefit from any increase in the value, nor will they bear the risk of any decrease in the value, of Company Common Stock. Following the merger, Parent will benefit from any increase in the Company’s value and also will bear the risk of any decrease in the Company’s value.

Upon consummation of the merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the merger (other than shares owned by the Company, any subsidiary of the Company, Parent, Merger Sub or any other subsidiary of Parent or shares with respect to which appraisal rights have been properly exercised in accordance with the FBCA) will be converted into the right to receive $13.08 in cash, without interest and less any applicable withholding taxes. All shares of Company Common Stock so converted will, at the effective time of the merger, be cancelled.

Please see the sections of this Information Statement entitled “The Merger Agreement—Consideration to be Received in the Merger” and “The Merger Agreement—Cancellation of Shares”.

For information regarding the effects of the merger on the Company’s outstanding equity awards, please see the sections below under “—Interests of the Company’s Directors and Executive Officers in the Merger” and “The Merger Agreement—Treatment of Equity-Based Awards”.

The Company’s Common Stock is currently registered under the Exchange Act and trades on Nasdaq under the symbol “OBCI”. Following the consummation of the merger, shares of Company Common Stock will no longer be traded on Nasdaq or any other public market. In addition, the registration of shares of Company Common Stock under the Exchange Act will be terminated and the Company will no longer be required to file periodic and other reports with the SEC with respect to the shares of Company Common Stock. Termination of registration of the shares of Company Common Stock under the Exchange Act will reduce the information required to be furnished by the Company to the Company’s shareholders and the SEC, and would make provisions of the Exchange Act, such as the requirement to file annual and quarterly reports pursuant to Section 13(a) or 15(d) of the Exchange Act, the short-swing trading provisions of Section 16(b) of the Exchange Act and the requirement to furnish a proxy statement in connection with shareholders’ meetings pursuant to Section 14(a) of the Exchange Act, no longer applicable to the Company.

Effects on the Company if the Merger is not Completed

If the merger is not completed for any reason, the Company’s shareholders will not receive any payment for their shares of Company Common Stock in connection with the merger. Instead, the Company will remain an independent public company, the shares of Company Common Stock will continue to be listed and traded on Nasdaq, the shares of Company Common Stock will continue to be registered under the Exchange Act and the Company’s shareholders will continue to own their shares of the Company Common Stock and will continue to be subject to the same general risks and opportunities as they currently are with respect to ownership of Company Common Stock.

If the merger is not completed, there is no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock, including the risk that the market price of Company Common Stock may decline to the extent that the current market price of the Company Common Stock reflects a market assumption that the merger will be completed. If the merger is not completed, there is no assurance that any other transaction acceptable to the Company will be offered or that the business, operations, financial condition, earnings or prospects of the Company will not be adversely impacted. Pursuant to the merger agreement, under certain circumstances the Company and Parent are permitted to terminate the merger agreement. Please see the section of this Information Statement entitled “The Merger Agreement—Termination”.

Financing of the Merger

Parent estimates the total amount of funds necessary to complete the merger and the related transactions to be approximately $137.7 million, which includes approximately $124.4 million to be paid to Company shareholders in the merger, approximately $10.6 million to be paid to certain shareholders of the Company under the Ancillary Transactions, with the remainder to be applied to pay related fees and expenses in connection with the merger, the Ancillary Transactions, the financing arrangements and the related transactions.

The obligation of Truist to provide the debt financing under the Debt Commitment Letter is subject to certain customary conditions for financings of this type, including among others:

●

the prior or substantially concurrent consummation of the merger in accordance with the terms of the merger agreement (with any material amendments thereto approved by Truist Securities);

●

the absence of any Company material adverse effect;

●

the receipt of executed loan documentation and other customary loan deliverables;

●

the completion of a single marketing period not to exceed 15 consecutive business days (ending at least 2 business days prior to the closing date of the merger) during which Truist Securities will seek to syndicate the debt financing; and

●

other customary closing conditions for secured financings of this type.

Although the debt financing described in this Information Statement is not subject to Truist’s satisfaction with their due diligence or to a “market out,” such financing might not be funded on the scheduled closing date of the merger because of failure to meet the closing conditions or for other reasons. As of the date of this information statement, no committed alternative financing arrangements or committed alternative financing plans have been made for the purpose of consummating the merger in the event the debt financing described herein is not available as anticipated. The definitive documentation governing the debt financing facilities has not been finalized, and accordingly, the actual terms may differ from those described in this information statement.

Interests of the Company’s Directors and Executive Officers in the Merger

Certain of the Company’s directors and executive officers have interests in the merger that may be different from, or in addition to, your interests as a shareholder. These interests include the following:

●

continued indemnification and insurance coverage for our current and former directors and officers for six years following the closing under the merger agreement; and

●

the receipt by the members of the Special Committee of certain fees for their service on the Special Committee.

Treatment of Shares of Common Stock

For information regarding beneficial ownership of Company Common Stock by each of the Company’s directors and named executive officers and all of such directors and executive officers as a group, please see the section of this Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management”. Each of the Company’s directors and executive officers will be entitled to receive, for each share of Company Common Stock he or she holds, the same per share merger consideration in cash in the same manner as other shareholders.

Treatment of Equity-Based Awards

Continuing Employee Benefits

The merger agreement provides that, for a 12-month period commencing at the effective time of the merger, Parent will (or will cause the surviving corporation to) provide to each employee of the Company or any of its subsidiaries (collectively, the “Company Continuing Employees”) who remain employed immediately after the effective time (i) an annual base salary or wage level no less than the annual base salary or wage level of such Company Continuing Employee immediately prior to the Closing, (ii) annual target bonus opportunities (excluding equity-based compensation) no less than the annual target bonus opportunities (excluding equity compensation) of such Company Continuing Employee immediately prior to the Closing, (iii) certain severance compensation and benefits entitlements or protections set forth in the disclosure schedules to the merger agreement, and (iv) employee benefits (excluding any retiree health or defined benefit retirement benefits) that are, in the aggregate, no less favorable than the employee benefits (excluding any retiree health or defined benefit retirement benefits) offered by Parent or its affiliates to similarly situated employees of Parent.

The merger agreement also proves that, in the event the effective time of the merger occurs prior to the payment of bonuses with respect to performance year 2022, Parent will cause each Company Continuing Employee to be paid such employee’s 2022 annual bonus, at an amount no less than the amount that would be payable based on (i) actual achievement of applicable performance goals through the closing date of the merger and (ii) target performance for the period between the closing date of the merger and December 31, 2022, which such 2022 annual bonus will be paid no later than March 15, 2023, subject to such Company Continuing Employee’s continued employment through March 15, 2023.

Director and Officer Indemnification

Parent and Merger Sub have agreed that all rights to indemnification, advancement of expenses, and exculpation by the Company now existing in favor of each person who is now, or has been at any time prior to the date of the merger agreement or who becomes prior to the effective time of the merger an officer or director of the Company or any of its subsidiaries (each an “Indemnified Party”) as provided in the Company’s charter documents, in as in effect on the date of the merger agreement, or pursuant to any other contracts in effect on the date of the merger agreement, shall be assumed by the Surviving Corporation in the merger at the effective time and shall survive the merger and shall remain in full force and effect in accordance with their terms. Additionally, for a period of six (6) years from the effective time of the merger, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the charter documents of the Surviving Corporation to contain provisions with respect to indemnification, advancement of expenses, and exculpation that are at least as favorable to the Indemnified Parties as the indemnification, advancement of expenses, and exculpation provisions set forth in the charter documents of the Company as of the date of the merger agreement. During such six (6)-year period, such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable law.

Parent has agreed to purchase, prior to the effective time of the merger, a pre-paid six-year directors and officers “tail” insurance policy with respect to the directors and officers of the Company, and to maintain such policy in effect for its full term.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion summarizes the material U.S. federal income tax consequences of the merger to holders of Company Common Stock. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the U.S. Treasury Regulations promulgated thereunder and judicial and administrative rulings, all as in effect as of the date of this Information Statement and all of which are subject to change or varying interpretation, possibly with retroactive effect. Any such changes could affect the accuracy of the statements and conclusions set forth herein.

This discussion assumes that holders of Company Common Stock hold their shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a holder of Company Common Stock in light of such holder’s particular circumstances, nor does it discuss the special considerations applicable to holders of Company Common Stock subject to special treatment under the U.S. federal income tax laws, such as, for example, financial institutions or broker-dealers, mutual funds, partnerships or other pass-through entities and their partners or members, tax-exempt organizations, retirement or other tax-deferred accounts, insurance companies, dealers in securities or foreign currencies, traders in securities who elect mark-to-market method of accounting, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, holders who acquired their Company Common Stock through the exercise of options or otherwise as compensation, holders who hold their Company Common Stock as part of a hedge, straddle, constructive sale or conversion transaction, U.S. holders (as defined below) whose functional currency is not the U.S. dollar, and non-U.S. holders who own or have owned (directly, indirectly or constructively) five percent or more of the Company’s stock (by vote or value). This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, nor does it address any aspect of foreign, state, local, alternative minimum, estate, gift or other tax law that may be applicable to a holder.

We intend this discussion to provide only a general summary of the material U.S. federal income tax consequences of the merger to holders of Company Common Stock. We do not intend it to be a complete analysis or description of all potential U.S. federal income tax consequences of the merger. The U.S. federal income tax laws are complex and subject to varying interpretation. Accordingly, the Internal Revenue Service may not agree with the tax consequences described in this Information Statement.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Company Common Stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and activities of the partnership. If you are a partner of a partnership holding Company Common Stock, you should consult your own tax advisor.

All holders should consult their own tax advisor to determine the particular tax consequences to them (including the application and effect of any state, local or foreign income and other tax laws) of the receipt of cash in exchange for shares of Company Common Stock pursuant to the merger.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Company Common Stock, that is, for U.S. federal income tax purposes:

●

an individual citizen or resident of the United States;

●

a corporation (including any entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

●

a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

●

an estate the income of which is subject to U.S. federal income tax regardless of its source.

A “non-U.S. holder” is a beneficial owner (other than a partnership) of Company Common Stock that is not a U.S. holder.

U.S. Holders

The conversion of shares of Company Common Stock into cash pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received pursuant to the merger and such U.S. holder’s adjusted tax basis in the shares converted into cash pursuant to the merger. Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the holder’s holding period for such shares exceeds one year as of the date of the merger. Long-term capital gains for certain non-corporate U.S. holders, including individuals, are generally eligible for a reduced rate of federal income taxation. The deductibility of capital losses is subject to limitations. If a U.S. holder acquired different blocks of Company Common Stock at different times or at different prices, such U.S. holder must determine its tax basis, holding period, and gain or loss separately with respect to each block of Company Common Stock.

A U.S. holder may, under certain circumstances, be subject to information reporting and backup withholding (at a rate of 28%) with respect to the cash received pursuant to the merger, unless such holder properly establishes an exemption or provides its correct tax identification number and otherwise complies with the applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules can be refunded or credited against a payee’s U.S. federal income tax liability, if any, provided that such U.S. holder furnishes the required information to the Internal Revenue Service in a timely manner.

Non-U.S. Holders

Any gain recognized on the receipt of cash pursuant to the merger by a non-U.S. holder generally will not be subject to U.S. federal income tax unless:

	●	the gain is effectively connected with a U.S. trade or business of such non-U.S. holder (and, if required by an applicable income tax treaty, is also attributable to a permanent establishment or, in the case of an individual, a fixed base in the United States maintained by such non-U.S. holder), in which case the non-U.S. holder generally will be subject to tax on such gain in the same manner as a U.S. holder and, if the non-U.S. holder is a foreign corporation, such corporation may be subject to branch profits tax at the rate of 30% (or such lower rate as may be specified by an applicable income tax treaty);

	●	the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the merger and certain other conditions are met, in which case the non-U.S. holder generally will be subject to a 30% tax on the non-U.S. holder’s net gain realized in the merger, which may be offset by U.S. source capital losses of the non-U.S. holder, if any; or

●

the Company is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the five-year period ending on the date of the merger and (ii) the non-U.S. holder’s holding period in the Company Common Stock, and the non-U.S. holder owned (directly, indirectly or constructively) more than 5% of the Company’s outstanding common stock at any time during the applicable period. Although there can be no assurances in this regard, the Company does not believe that it is or was a “United States real property holding corporation” for U.S. federal income tax purposes.

A non-U.S. holder will be subject to information reporting and, in certain circumstances, backup withholding will apply with respect to the cash received by such holder pursuant to the merger, unless such non-U.S. holder certifies under penalties of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the holder is a United States person as defined under the Code) or such holder otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be refunded or credited against a non-U.S. holder’s U.S. federal income tax liability, if any.

Dividends

Under the terms of the merger agreement, during the period from the date of the merger agreement until the effective time of the merger, the Company is prohibited from declaring, setting aside or paying any dividends on, or making any other distributions (whether in cash, stock or property) in respect of, any of its capital stock without the prior written consent of Parent.

On May 25, 2022, the Board declared a regular quarterly dividend of $0.04 per share, payable on June 23, 2022 to shareholders of record as of June 8, 2022. The Company paid this dividend on June 23, 2022. The Company does not anticipate paying any additional dividends.

Regulatory Approvals Required for the Merger

Under the HSR Act, and the related rules and regulations issued by the Federal Trade Commission (the “FTC”), certain transactions, including the merger, may not be consummated until notification and report forms have been filed by each of the Company and Parent with the FTC and the Antitrust Division of the United States Department of Justice (the “DOJ”) and the applicable waiting periods have expired or terminated. The Company and Parent have filed their respective notification and report forms under the HSR Act with the DOJ and the FTC.

At any time before or after the effective time of the merger, the DOJ, the FTC, the U.S. state attorneys general or certain foreign governmental authorities could take action under applicable antitrust laws, including seeking to enjoin the consummation of the merger, conditionally approving the merger upon the divestiture of assets of the Company or Parent, subjecting the consummation of the merger to regulatory conditions or seeking other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Under the merger agreement, the respective obligations of the Company, Parent and Merger Sub to effect the merger are subject to, among other things, the expiration or termination of the waiting period (or any extension thereof) applicable to the consummation of the merger under the HSR Act and the receipt of the non-U.S. jurisdiction governmental approvals.

For a description of Parent’s and the Company’s respective obligations under the merger agreement with respect to regulatory approvals, please see the section of this Information Statement entitled “The Merger Agreement—Reasonable Best Efforts and Certain Pre-Closing Obligations”.

We currently expect to obtain all antitrust and other regulatory approvals that are required for the consummation of the merger during the third quarter of 2022; however, we cannot guarantee when any such approvals will be obtained, or that they will be obtained at all.

Delisting and Deregistration of the Company Common Stock

To the extent requested by Parent, prior to the effective time of the merger, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and the rules and policies of the Nasdaq to enable the delisting by the Surviving Corporation of the shares of Company Common Stock from the Nasdaq and the deregistration of the shares of Company Common Stock under the Exchange Act as promptly as practicable after the effective time of the merger, and in any event no more than ten (10) days after the effective time of the merger.

THE MERGER AGREEMENT

The following summary of the material provisions of the merger agreement, and such summary and the description of the merger agreement elsewhere in this Information Statement are qualified in their entirety by reference to the complete text of the merger agreement, a copy of which is included as Annex A to this Information Statement and is incorporated into this Information Statement by reference. We urge you to carefully read this entire Information Statement, including the annexes and the other documents to which we have referred you. You should also review the section entitled “Where You Can Find Additional Information”.

The merger agreement has been included for your convenience to provide you with information regarding its terms and we recommend that you read it in its entirety. The merger agreement is not intended to be a source of factual, business or operational information about the Company, Parent or Merger Sub, and the following summary of the merger agreement and the copy thereof included as Annex A to this Information Statement are not intended to modify or supplement any factual disclosure about the Company in any documents it publicly files with the SEC. The merger agreement is a contractual document that establishes and governs the legal relations between the Company and Parent, and allocates risks between the parties, with respect to the merger. The merger agreement contains representations and warranties made by Parent and Merger Sub, on the one hand, and the Company, on the other hand, that are qualified in several important respects, which you should consider as you read them in the merger agreement.

The representations and warranties are qualified by certain information of the Company filed with the SEC prior to the date of the merger agreement, as well as by a confidential disclosure letter that the Company prepared and delivered to Parent immediately prior to signing the merger agreement. Certain of the representations and warranties made by Parent and Merger Sub, on the one hand, and the Company, on the other hand, were also made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to shareholders, and may have been used for the purpose of allocating risk between the parties to the merger agreement rather than as establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Information Statement, may have changed since the date of the merger agreement, and subsequent developments or new information qualifying a representation or warranty may or may not be fully reflected in this Information Statement or the Company’s public disclosures. Accordingly, you should not rely on the representations and warranties as being accurate or complete or characterizations of the actual state of facts as of any specified date.

The Merger

At the effective time of the merger, Merger Sub, a wholly owned subsidiary of Parent, will be merged into the Company. The separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation. As a result, the Company will become a wholly owned subsidiary of Parent. Merger Sub was created solely for purposes of the merger and has no material assets or operations of its own.

Closing and Effective Time of the Merger

Upon the terms and subject to the conditions set forth in the merger agreement, the closing of the merger (the “Closing”) will take place shall take place remotely by exchange of documents and signatures (or their electronic counterparts) at 10:00 a.m., Atlanta, Georgia time, on a date to be specified by the parties, which date shall be as soon as practicable (and, in any event, within three (3) business days) after the satisfaction or, to the extent permitted thereunder, waiver of all conditions described in the section below entitled “Conditions to the Merger” (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted thereunder, waiver of all such conditions), unless the merger agreement has been terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties thereto.

The merger will become effective at the time the articles of merger are filed with the Department of State of the State of Florida, or at such later date or time as may be agreed by the Company and Parent in writing and specified in the articles of merger in accordance with the FBCA, which is referred to as the “effective time” of the merger.

Consideration to be Received in the Merger

The merger agreement provides that, at the effective time of the merger, each share of Company Common Stock that is issued and outstanding immediately prior to the effective time of the merger (other than shares owned by the Company (as treasury stock or otherwise) or any direct or indirect wholly owned subsidiary of the Company or shares with respect to which appraisal rights have been properly exercised in accordance with the FBCA) will be converted into the right to receive $13.08, without interest. All shares of Company Common Stock so converted will, at the effective time of the merger, be cancelled and retired, and each holder of such converted Company Common Stock will cease to have any rights with respect to such Company Common Stock, except for the right to receive the merger consideration.

Cancellation of Shares

Each share of Company Common Stock owned by the Company or any of its direct or indirect wholly owned subsidiaries as of immediately prior to the effective time of the merger will be automatically cancelled and extinguished and will not be entitled to any merger consideration.

Treatment of Equity-Based Awards

Appraisal Rights

Notwithstanding anything in the merger agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the effective time of the merger and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Sections 607.1301-607.1340 of the FBCA shall not be converted into the right to receive the merger consideration, but instead will be cancelled and will represent the right to receive only those rights provided under Section 607.1302. However, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 607.1323 of the FBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 607.1302 of the FBCA, then the right of such holder to receive those rights under Section 607.1302 shall cease and such shares shall be deemed to have been converted as of the effective time of the merger into, and shall represent only the right to receive, the merger consideration, without interest, upon surrender of such certificate formerly representing such share or transfer of such book-entry share, as the case may be.

The Company has agreed to provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the effective time of the merger that relates to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, or offer to settle, any such demands.

Payment for Shares

Prior to completion of the merger, Parent will appoint a paying agent reasonably satisfactory to the Company to act as agent for the payment of the merger consideration in respect of certificates or book-entry shares representing Company Common Stock. At or promptly following the effective time of the merger, Parent will deposit with the paying agent sufficient funds necessary to pay the merger consideration in respect of Company Common Stock represented by certificates or book-entry shares (other than shares owned by the Company (as treasury stock or otherwise) or any direct or indirect wholly owned subsidiary of the Company or shares with respect to which appraisal rights have been properly exercised in accordance with the FBCA). Such funds deposited by Parent and held by the paying agent is referred to as the “payment fund.”

Promptly after the effective time of the merger, Parent shall send, or shall cause the paying agent to send, to each record holder of shares of Company Common Stock at the effective time of the merger, whose shares were converted into the right to receive the merger consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates or transfer of the book-entry shares representing Company Common Stock to the paying agent, and which letter of transmittal will be in customary form reasonably acceptable to the Company and Parent prior to the effective time and have such other provisions as the Company, Parent and the paying agent may reasonably agree) for use in such exchange.

Upon delivery of a duly completed and validly executed letter of transmittal (together with such other documents as may reasonably be requested by the paying agent) and the surrender of Company Common Stock certificates on or before the first anniversary of the effective time of the merger, Parent will, or will cause the paying agent to, pay the holder of such certificates, in exchange therefor, cash in an amount equal to the merger consideration multiplied by the number of Company Common Stock represented by such certificate. If a shareholder holds shares of Company Common Stock in non-certificated book-entry form, such shareholder will not be required to deliver a stock certificate. Holders of Company Common Stock in non-certificated book-entry form will receive a cash payment of the aggregate amount of merger consideration to which such shareholder is entitled following the effective time of the merger upon the receipt of an “agent’s message” by the paying agent (or such other evidence, if any, of transfer as the paying agent may reasonably request).

Each certificate or book-entry share representing Company Common Stock that is surrendered will be cancelled. You should not send in your Company Common Stock certificates until you receive a letter of transmittal with instructions.

Payment of the merger consideration may be made to a person other than the person in whose name a surrendered Company Common Stock certificate is registered if:

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such certificate is properly endorsed or otherwise is in proper form for transfer; and

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the person requesting such payment establishes to the reasonable satisfaction of the paying agent that any transfer and other taxes required by reason of such payment in a name other than that of the registered holder of such surrendered certificate have been paid or are not applicable.

The merger consideration paid upon the surrender of certificates or transfer of book-entry shares representing Company Common Stock in accordance with the terms of the merger agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such certificate or book-entry shares, and from and after the effective time of the merger, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Company. If, after the effective time of the merger, certificates or book-entry shares representing Company Common Stock are presented to the Company, they shall be cancelled and exchanged for the merger consideration provided for, and in accordance with the procedures set forth, in the merger agreement.

Any portion of the payment fund that remains unclaimed by the holders of shares of Company Common Stock twelve months after the effective time of the merger shall be returned to the Surviving Corporation (or, at the option of Parent, Parent), upon demand, and any such holder who has not exchanged shares of Company Common Stock for the merger consideration in accordance with the merger agreement prior to that time shall thereafter look only to the Surviving Corporation or Parent, as applicable, as general creditors thereof, for payment of the merger consideration without any interest. Any amounts remaining unclaimed by holders of shares of Company Common Stock as of the earlier of three years after the effective time of the merger or, as the case may be, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority, shall become, to the extent permitted by applicable law, the property of the Company (or, at the option of Parent, Parent), free and clear of any claims or interest of any person previously entitled thereto.

Until disbursed in accordance with the terms and conditions of the merger agreement, the cash in the payment fund will be invested by the Paying Agent, as directed by Parent or the Surviving Corporation; provided that, unless otherwise agreed by Parent and the Company prior to the Closing, any such investments shall be in obligations of, or guaranteed by, the United States government or any agency or instrumentality thereof, in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $5.0 billion (based on the most recent financial statements of such bank that are then publicly available). No losses with respect to any investments of the Payment Fund will affect the amounts payable to the holders of certificates or book-entry shares representing Company Common Stock. Any income from investment of the Payment Fund will be payable to Parent or the Surviving Corporation, as Parent directs.

If at any time during the period between the date of the merger agreement and the effective time of the merger, any change in the outstanding shares of capital stock of the Company shall occur (other than the issuance of additional shares of capital stock of the Company as permitted by the merger agreement), including by reason of any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, readjustment of shares, or similar transaction, or any stock dividend or distribution paid in stock, the merger consideration and any other amounts payable pursuant to the merger agreement shall be appropriately adjusted to reflect such change.

Each of the paying agent, Parent, Merger Sub, and the Surviving Corporation shall be entitled to deduct and withhold from the merger consideration such amounts as may be required to be deducted and withheld with respect to the making of such payment under any tax laws. To the extent that amounts are so deducted and withheld and paid over to the appropriate governmental authority (on behalf of the appropriate persons on whose behalf such amounts are so deducted and withheld), such amounts shall be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made. To the extent that any payments made under the merger agreement are subject to withholding, the applicable recipient will be notified at least three days prior to such payment that such payment is subject to withholding.

Representations and Warranties

The merger agreement contains a number of representations and warranties made by the Company, including representations and warranties relating to:

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corporate organization, good standing and similar matters;

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capital structure and equity securities;

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corporate power and authority to execute and deliver the merger agreement and to consummate the transactions contemplated by the merger agreement;

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authorization and corporate approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement and enforceability of the merger agreement;

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the inapplicability of state takeover statutes;

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absence of conflicts with, violation or breach of, defaults under, its organizational documents and contracts and permits in connection with the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

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required governmental filings and consents and absence of violation of applicable laws in connection with the execution, delivery and performance of the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

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the accuracy and sufficiency of reports and financial statements filed with the SEC;

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the absence of undisclosed liabilities;

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internal controls over financial reporting;

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absence of certain changes or events and the conduct of business in the ordinary course of business since December 31, 2021;

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taxes;

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intellectual property;

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compliance with applicable laws, court orders and certain regulatory matters and the maintenance of necessary permits;

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legal proceedings;

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brokers’, finder’s and similar fees or commissions payable in connection with the merger and the other transactions contemplated by the merger agreement;

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related party transactions;

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employee compensation and benefits matters and matters relating to the Employee Retirement Income Securities Act of 1974, as amended;

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real property;

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environmental matters;

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material contracts;

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insurance;

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affiliated transactions;

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product warranties;

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accuracy of the information in this Information Statement.

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anti-corruption matters; and

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receipt of opinion from the financial advisor to the independent directors of the Board;

The merger agreement also contains a number of representations and warranties made by Parent and Merger Sub, including representations and warranties relating to:

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corporate organization, good standing and similar matters;

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corporate power and authority to execute and deliver the merger agreement and to consummate the transactions contemplated by the merger agreement and enforceability of the merger agreement;

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corporation approval of the merger agreement, the merger and the other transactions contemplated by the merger agreement;

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accuracy of information supplied to the Company for inclusion or incorporation by reference in this Information Statement;

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enforceability and sufficiency of commitments to provide Parent and Merger debt financing in connection with the transactions contemplated by the merger agreement;

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legal proceedings;

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ownership of Company Common Stock; and

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brokers’, finder’s and similar fees or commissions payable in connection with the merger and the other transactions contemplated by the merger agreement;

Significant portions of the representations and warranties of each of the Company, Parent and Merger Sub are qualified as to “materiality” or “material adverse effect”.

Under the merger agreement a Company material adverse effect means any event, circumstance, development, occurrence, fact, condition, effect, or change that is, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise), or assets of the Company and its subsidiaries, taken as a whole or (b) the ability of the Company to consummate the transactions contemplated by the merger agreement on a timely basis, disregarding any event, circumstance, development, occurrence, fact, condition, effect, or change arising out of, relating to, or resulting from:

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changes generally affecting the economy, financial or securities markets, or political conditions;

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any changes in applicable law or GAAP or other applicable accounting standards;

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acts of war or terrorism;

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natural disasters, epidemics, pandemics, or disease outbreaks (including the COVID-19 virus)/public health emergencies (as declared by the World Health Organization or the Health and Human Services Secretary of the United States), or other force majeure events;

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general conditions in the industry in which the Company and its subsidiaries operate;

except, in each case, to the extent such events have a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, as compared to other participants in the industries in which the Company and its subsidiaries conduct their businesses.

The following additional events will also not be taken into account in determining whether a Company material adverse effect has occurred:

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any failure, in and of itself, by the Company to meet any internal or published projections, forecasts, estimates, or predictions in respect of revenues, earnings, or other financial or operating metrics for any period (provided that any event, circumstance, development, occurrence, fact, condition, effect, or change underlying such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to become, a Company material adverse effect, to the extent not otherwise subject to an exception);

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any change, in and of itself, in the market price or trading volume of the Company’s securities or in its credit ratings (provided that any event, circumstance, development, occurrence, fact, condition, effect, or change underlying such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expected to become, a Company material adverse effect, to the extent not otherwise subject to an exception);

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actions taken as required or specifically permitted by the merger agreement or actions or omissions taken with Parent’s consent

Operating Covenants

The Company has agreed, with certain exceptions, that during the period from the date of the merger agreement until the effective time of the merger:

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the Company and its subsidiaries will use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business and use reasonable best efforts to preserve substantially intact its present business organization, to keep available the services of current officers and employees, to preserve present relationships with customers, suppliers, distributors, licensors, licensees, and other persons having business relationships with the Company.

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neither the Company nor any of its subsidiaries will amend or propose to amend its organizational documents;

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neither the Company nor any of its subsidiaries will (i) split, combine, or reclassify any securities of the Company or its subsidiaries, (ii) repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem, or otherwise acquire, any securities of the Company or its subsidiaries, or (iii) declare, set aside, or pay any dividend or distribution (whether in cash, stock, property, or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock (other than dividends from its direct or indirect wholly owned subsidiaries);

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neither the Company nor any of its subsidiaries will issue, sell, pledge, dispose of, or encumber any securities of the Company or its subsidiaries;

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except as required by applicable law or pursuant to the terms of any Company benefit plan or Company benefit agreement or other written contract, in each case, in effect on the date of the merger agreement, neither the Company nor any of its subsidiaries will (i) increase the compensation payable or that could become payable by the Company or any of its subsidiaries to directors, officers, or employees, in each case, with an annual base compensation in excess of $100,000, other than increases in compensation in the ordinary course of business consistent with past practice, or (ii) establish, adopt, enter into, materially amend, or terminate or take any action to accelerate rights under any Company benefit plan or any plan, agreement, program, policy, trust, fund, or other arrangement that would be a Company benefit plan if it were in existence as of the date of the merger agreement, or make any contribution to any Company benefit plan, other than contributions required by law, the terms of such Company benefit plan as in effect on the date of the merger agreement, or that are made in the ordinary course of business consistent with past practice;

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neither the Company nor any of its subsidiaries will acquire, by merger, consolidation, acquisition of stock or assets, or otherwise, any business or entity or division thereof or make any loans, advances, or capital contributions to or investments in any entity in excess of $1,000,000 in the aggregate;

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neither the Company nor any of its subsidiaries will (i) transfer, license, sell, lease, or otherwise dispose of (whether by way of merger, consolidation, sale of stock or assets, or otherwise) or pledge, encumber, mortgage, or otherwise subject to any lien (other than permitted liens), any assets, including the capital stock or other equity interests in any subsidiary of the Company; provided, that the foregoing will not prohibit the Company and its subsidiaries from transferring, selling, leasing, or disposing of obsolete equipment or assets being replaced, or granting non-exclusive licenses under Company intellectual property, in each case in the ordinary course of business consistent with past practice, or (ii) adopt or effect a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, or other reorganization;

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neither the Company nor any of its subsidiaries will repurchase, prepay, or incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or entity, issue or sell any debt securities or options, warrants, calls, or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person or entity, enter into any “keep well” or other Contract to maintain any financial statement condition of any other person or entity (other than any wholly owned subsidiary of the Company) or enter into any arrangement having the economic effect of any of the foregoing, other than in connection with the financing of ordinary course trade payables consistent with past practice;

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neither the Company nor any of its subsidiaries will enter into or amend or modify in any material respect, or consent to the termination of (other than at its stated expiry date), any Company material contract or any lease with respect to material real estate or any other contract or lease that, if in effect as of the date of the merger agreement would constitute a Company material contract or lease with respect to material real estate under the merger agreement;

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neither the Company nor any of its subsidiaries will institute, settle, or compromise any legal proceeding involving the payment of monetary damages by the Company or any of its subsidiaries of any amount exceeding $100,000 in the aggregate, other than (i) any legal proceedings brought against Parent or Merger Sub arising out of a breach or alleged breach of the merger agreement by Parent or Merger Sub, and (ii) the settlement of claims, liabilities, or obligations reserved against on the Company’s audited balance sheet dated as of December 31, 2021; provided, that neither the Company nor any of its subsidiaries may settle or agree to settle any legal proceeding which settlement involves a conduct remedy or injunctive or similar relief or has a restrictive impact on the Company’s business;

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neither the Company nor any of its subsidiaries will make any material change in any method of financial accounting principles or practices, in each case except for any such change required by a change in GAAP or applicable law;

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neither the Company nor any of its subsidiaries will (i) settle or compromise any material tax claim, audit, or assessment for an amount materially in excess of the amount reserved or accrued on the Company’s audited balance sheet dated as of December 31, 2021 (or most recent consolidated balance sheet publicly filed with the SEC), (ii) make or change any material tax election, change any annual tax accounting period, or adopt or change any method of tax accounting, (iii) amend any material tax returns or file claims for material tax refunds, or (iv) enter into any material closing agreement, surrender in writing any right to claim a material tax refund, offset or other reduction in tax liability or consent to any extension or waiver of the limitation period applicable to any material tax claim or assessment relating to the Company or its subsidiaries;

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neither the Company nor any of its subsidiaries will enter into any material agreement, agreement in principle, letter of intent, memorandum of understanding, or similar contract with respect to any joint venture, strategic partnership, or alliance;

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neither the Company nor any of its subsidiaries will take any action to exempt any person or entity from, or make any acquisition of securities of the Company by any person or entity not subject to, any state takeover statute or similar statute or regulation that applies to Company with respect to a takeover proposal or otherwise, except for Parent, Merger Sub, or any of their respective subsidiaries or affiliates, or the transactions contemplated by the merger agreement;

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neither the Company nor any of its subsidiaries will abandon, allow to lapse, sell, assign, transfer, grant any security interest in otherwise encumber or dispose of any Company intellectual property, or grant any right or license to any Company intellectual property other than pursuant to non-exclusive licenses entered into in the ordinary course of business consistent with past practice;

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neither the Company nor any of its subsidiaries will terminate or modify in any material respect, or fail to exercise renewal rights with respect to, any material insurance policy;

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neither the Company nor any of its subsidiaries will, except as is materially consistent with such transactions described in documents publicly filed by the Company with the SEC, engage in any transaction with, or enter into any agreement, arrangement or understanding with, any affiliate of the Company or other person or entity covered by Item 404 of Regulation S-K promulgated by the SEC that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC;

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neither the Company nor any of its subsidiaries will adopt or implement any shareholder rights plan or similar arrangement; and

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neither the Company nor any of its subsidiaries will agree or commit to do any of the foregoing.

Action by Shareholder Consent

Immediately after the execution of the merger agreement and in lieu of calling a meeting of the Company’s shareholders, as required by the merger agreement, the Company submitted a form of irrevocable written consent adopting the merger agreement to the Consenting Shareholders. If a copy of such shareholder consent executed by the Consenting Shareholders had not been delivered to Parent within 24 hours following the execution of the merger agreement, Parent would have had the right to terminate the merger agreement.

Following the execution of the merger agreement, the shareholder consent adopting the merger agreement was executed and delivered to the Company by the Consenting Shareholders, which on such date owned shares of Company Common Stock representing approximately 55.3% of the voting power of all outstanding shares of Company Common Stock, and a copy of such executed shareholder consent was delivered to Parent. No further approval of the shareholders of the Company is required to adopt the merger agreement. As a result, the Company has not solicited and will not be soliciting your vote for the adoption of the merger agreement and does not intend to call a meeting of shareholders for purposes of voting on the adoption of the merger agreement.

No Solicitation; Board Recommendation

In the merger agreement, the Company agreed not to, and to cause its subsidiaries and its and their representatives not to, directly or indirectly, solicit, initiate, or knowingly take any action to facilitate or encourage the submission of any takeover proposal or the making of any proposal that could reasonably be expected to lead to any takeover proposal, or: (i) conduct or engage in any discussions or negotiations with, disclose any non-public information relating to the Company or any of its subsidiaries to, afford access to the business, properties, assets, books, or records of the Company or any of its subsidiaries to, or knowingly assist, participate in, facilitate, or encourage any effort by, any third party (or its potential sources of financing) that is seeking to make, or has made, any takeover proposal; (ii) except where the Board (acting upon the recommendation of the Special Committee) makes a good-faith determination, after consultation with its financial advisors, if any, and outside legal counsel, that the failure to do so would be inconsistent with the Board’s fiduciary duties to the Company or its shareholders under applicable law, amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its subsidiaries; or (iii) enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement, or other contract relating to any takeover Proposal (each, a “Company Acquisition Agreement”).

In addition, the Company agreed to, and to cause its subsidiaries and its and their representatives to, cease immediately and cause to be terminated any and all existing activities, discussions, or negotiations, if any, with any third party conducted prior to the date of the merger agreement with respect to any takeover proposal and to use reasonable best efforts to cause any such third party (or its agents or advisors) in possession of non-public information in respect of the Company or any of its subsidiaries that was furnished by or on behalf of the Company and its subsidiaries to return or destroy (and confirm destruction of) all such information

The merger agreement provides that, notwithstanding the restrictions described therein, at any time prior to the obtaining of the shareholder approval (which has now been obtained), the Board (acting upon the recommendation of the Special Committee) could: (i) participate in negotiations or discussions with any third party that has made (and not withdrawn) a bona fide, unsolicited takeover proposal in writing that the Board (acting upon the recommendation of the Special Committee) determined in good faith, after consultation with its financial advisors, if any, and outside legal counsel, constituted a superior proposal; and/or (ii) thereafter furnish to such third party non-public information relating to the Company or any of its subsidiaries pursuant to an acceptable confidentiality agreement, but in each case referred to in the foregoing clauses (i) through (ii), only if the Board (acting upon the recommendation of the Special Committee) determined in good faith, after consultation with its financial advisors, if any, and outside legal counsel, that the failure to take such action would have caused the Board to be in breach of its fiduciary duties under applicable law.

Any violation of the restrictions on the Company set forth in the non-solicitation provision by any representative of the Company or any of the Company’s subsidiaries acting with the authority of the Company or any of its subsidiaries would be a breach of the non-solicitation provision by the Company.

The Company also agreed to notify Parent promptly (but in no event later than 24 hours) following the receipt of any takeover proposal, any inquiry that could reasonably be expected to lead to a takeover proposal, any request for non-public information relating to the Company or any of its subsidiaries or for access to the business, properties, assets, books, or records of the Company or any of its subsidiaries by any third party. In such notice to Parent, the Company agreed to identify the third party making, and details of the material terms and conditions of, any such takeover proposal, indication or request, including any proposed financing. The Company further agreed to keep Parent fully informed, on a current basis, of the status and material terms of any such takeover proposal, indication or request, including any material amendments or proposed amendments as to price, proposed financing, and other material terms thereof and to provide Parent with at least 24 hours prior notice of any meeting of the Special Committee or the Board at which the Special Committee or the Board is reasonably expected to consider any takeover proposal.

Neither the Board nor the Special Committee could make an adverse recommendation change or enter into a Company Acquisition Agreement unless (i) the Company promptly notified Parent, in writing, at least five business days before making an adverse recommendation change or entering into a Company Acquisition Agreement, of its intention to take such action with respect to a superior proposal, which notice shall have stated expressly that the Company had received a takeover proposal, that the Special Committee or the Board intended to declare a superior proposal, and that the Special Committee or the Board intended to effect an adverse recommendation change and/or the Company intended to enter into a Company Acquisition Agreement; (ii) the Company specified the identity of the party making the superior proposal and the material terms and conditions thereof in such notice and included an unredacted copy of the takeover proposal and attached to such notice the most current version of any proposed agreement for such superior proposal and any related documents, including financing documents, to the extent provided by the relevant party in connection with the superior proposal; (iii) the Company and its representatives negotiated with Parent in good faith to make such adjustments in the terms and conditions of the merger agreement so that such takeover proposal ceased to constitute a superior proposal, if Parent, in its discretion, proposed to make such adjustments; and (iv) the Board (acting upon the recommendation of the Special Committee) determined in good faith, after consulting with its financial advisors and outside legal counsel, that such takeover proposal continued to constitute a superior proposal (after taking into account any adjustments made by Parent in the terms and conditions of the merger agreement) and that the failure to take such action would have caused the Board to be in breach of its fiduciary duties under applicable law.

A “takeover proposal” as used herein means an inquiry, proposal, or offer from, or indication of interest in making a proposal or offer by, any person or group (other than Parent and its subsidiaries, including Merger Sub), relating to any transaction or series of related transactions (other than the transactions contemplated by the merger agreement), involving any: (a) direct or indirect acquisition of assets of the Company or its subsidiaries (including any voting equity interests of subsidiaries, but excluding sales of assets in the ordinary course of business) equal to 25% or more of the fair market value of the Company’s and its subsidiaries’ consolidated assets or to which 25% or more of the Company’s and its subsidiaries’ net revenues or net income on a consolidated basis are attributable; (b) direct or indirect acquisition of 25% or more of the voting equity interests of the Company or any of its subsidiaries whose business constitutes 25% or more of the consolidated net revenues, net income, or assets of the Company and its subsidiaries, taken as a whole; (c) tender offer or exchange offer that if consummated would result in any Person or group (as defined in Section 13(d) of the Exchange Act) beneficially owning (within the meaning of Section 13(d) of the Exchange Act) 25% or more of the voting power of the Company; (d) merger, consolidation, other business combination, or similar transaction involving the Company or any of its subsidiaries, pursuant to which such person or group (as defined in Section 13(d) of the Exchange Act) would own 25% or more of the consolidated net revenues, net income, or assets of the Company, and its subsidiaries, taken as a whole; (e) liquidation, dissolution (or the adoption of a plan of liquidation or dissolution), or recapitalization or other significant corporate reorganization of the Company or one or more of its subsidiaries which, individually or in the aggregate, generate or constitute 25% or more of the consolidated net revenues, net income, or assets of the Company and its subsidiaries, taken as a whole; or (f) any combination of the foregoing.

A “superior proposal” as used herein means a bona fide written takeover proposal (except that, for purposes of this definition, each reference in the definition of “takeover proposal” to “25% or more” shall be “more than 50%”) that the Board (acting upon the recommendation of the Special Committee of the Company) determines in good faith (after consultation with its financial advisors, if any, and outside legal counsel) is (a) reasonably likely to be consummated in accordance with its terms, and (b) if consummated, more favorable to the holders of Company Common Stock than the transactions contemplated by the merger agreement; in each case, after taking into account all legal, financial and regulatory and other aspects of the proposal, including availability of financing, and any changes to the terms of the merger agreement proposed by Parent in response to such offer or proposal, or otherwise.

However, the rights to engage in negotiations and terminate the merger agreement ceased upon the receipt by the Company of the shareholder consent constituting the shareholder approval on June 21, 2022.

Nothing described above limited our ability to take and disclose to our shareholders a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act or to make any other disclosure to our shareholders if, in our Board’s determination in good faith after consultation with outside counsel, such disclosure was required under applicable law (provided that our Board could not change its recommendation except to the extent expressly permitted under the circumstances described).

Reasonable Best Efforts and Certain Pre-Closing Obligations

The merger agreement requires the parties to use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective, as promptly as practicable, the merger and the other transactions contemplated by the merger agreement, including:

	●	obtaining of all necessary permits, waivers, and actions or nonactions from governmental authorities and the making of all necessary registrations, filings, and notifications (including filings with governmental authorities) and the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, any governmental authorities;

	●	the obtaining of all necessary consents or waivers from third parties;

●

the execution and delivery of any additional instruments necessary to consummate the merger and to fully carry out the purposes of the merger agreement.

In addition, the Company and Parent have agreed to consult and cooperate with each other in connection with regulatory filings, including furnishing to the other party such necessary information and reasonable assistance as the other parties may request, and to (i) within ten business days of the date of the merger agreement, file with the appropriate governmental authorities the notification and report form, if any, required under the HSR Act for the merger or any of the other transactions contemplated by the merger agreement and respond as promptly as practicable to any request for additional information or documentary material that may be made under the HSR Act and (ii) provide or cause to be provided as promptly as reasonably practicable to applicable governmental authorities information and documents requested by any such governmental authority as necessary, proper, or advisable to permit consummation of the transactions contemplated by the merger agreement, including preparing and filing any notification and report form and related material required under the HSR Act and any additional consents and filings under any other antitrust laws as promptly as practicable following the date of the merger agreement and thereafter to respond as promptly as practicable, but no later than thirty calendar days before the outside date, to any request for additional information or documentary material (a so-called “Second Request”) that may be made under the HSR Act.

In the event that any administrative or judicial action or proceeding is instituted (or threatened to be instituted) by a governmental authority or private party challenging the merger or any other transaction contemplated by the merger agreement, or any other agreement contemplated thereby, the Company will cooperate in all respects with Parent and Merger Sub and use its reasonable best efforts to contest and resist any such action or proceeding and to have vacated, lifted, reversed, or overturned any order, whether temporary, preliminary, or permanent, that is in effect and that prohibits, prevents, or restricts consummation of the transactions contemplated by the merger agreement. None of Parent, Merger Sub, or any of their respective affiliates is required to defend, contest, or resist any action or proceeding, whether judicial or administrative, or to take any action to have vacated, lifted, reversed, or overturned any order, in connection with the transactions contemplated by the merger agreement.

None of Parent, Merger Sub, or any of their respective subsidiaries will be required to, and the Company may not, without the prior written consent of Parent, become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any requirement, condition, limitation, understanding, agreement, or order to: (i) sell, license, assign, transfer, divest, hold separate, or otherwise dispose of any assets, business, or portion of business of the Company, the surviving corporation, Parent, Merger Sub, or any of their respective subsidiaries; (ii) conduct, restrict, operate, invest, or otherwise change the assets, business, or portion of business of the Company, the surviving corporation, Parent, Merger Sub, or any of their respective subsidiaries in any manner; or (iii) impose any restriction, requirement, or limitation on the operation of the business or portion of the business of the Company, the surviving corporation, Parent, Merger Sub, or any of their respective subsidiaries; provided, that if requested by Parent, the Company will become subject to, consent to, or offer or agree to, or otherwise take any action with respect to, any such requirement, condition, limitation, understanding, agreement, or order so long as such requirement, condition, limitation, understanding, agreement, or order is only binding on the Company in the event the Closing occurs.

Access to Information; Confidentiality

Subject to the confidentiality agreement between Parent and the Company and applicable law relating to the sharing of information, we have agreed to provide, and cause our subsidiaries to provide, to Parent and its representatives (including Truist) reasonable access during normal business hours during the period prior to the effective time of the merger to all of our and our subsidiaries’ respective properties, books and records and contracts. During such period, we have also agreed to furnish, and cause our subsidiaries to furnish, as promptly as reasonably practicable, to Parent all information concerning our and our subsidiaries’ respective business, properties and personnel as Parent may reasonably request.

Parent will and will cause its affiliates and representatives to keep confidential any non-public information received from the Company, its affiliates or representatives, directly or indirectly, in accordance with the confidentiality agreement between the Company and Parent.

Indemnification

Under the merger agreement, all rights to indemnification that existed at the time of the merger agreement in favor of any person who is or prior to the effective time of the merger becomes a director or officer of the Company or any of its subsidiaries (each, an “indemnified party”), (i) will be assumed by the surviving corporation at the effective time of the merger, (ii) will survive the merger, (iii) will continue in full force and effect in accordance with their terms and (iv) will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified party.

In addition, from and after the effective time of the merger, in the event of any proceeding pertaining to (i) the fact that the indemnified party is or was an indemnified party or (ii) the merger agreement or the other transactions contemplated by the merger agreement, Parent has agreed to cause the surviving corporation to indemnify and hold harmless, to the fullest extent permitted by applicable law, each such indemnified party against any losses, claims, damages, liabilities, costs, expenses, judgments, fines and amounts paid in settlement of or in connection with any such proceeding. Neither Parent nor the surviving corporation will settle any proceeding for which indemnification could be sought by an indemnified party under the merger agreement, unless such settlement includes an unconditional release of such indemnified party from all liability arising out of such proceeding.

The parties have further agreed that the Company may obtain, at or prior to the effective time of the merger, six-year prepaid (or “tail”) directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the effective time of the merger, covering each indemnified party and containing terms and conditions that are no less favorable to any indemnified party than those of the Company’s directors’ and officers’ liability insurance policies in effect on the date of the merger agreement (the “existing D&O policies”); provided, however, that the maximum aggregate annual premium for such “tail” insurance policies for any such year will not exceed 300% of the annual premium payable by the Company for coverage under the existing D&O policies.

SEC Form PREM14C filed by Ocean Bio-Chem Inc.