UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
Cybex International, Inc.
(Name of the Issuer)
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Cybex International, Inc.
UM Holdings, Ltd.
CYB Merger Corp.
John Aglialoro
Joan Carter
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(Names of Persons Filing Statement)
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Common stock, par value $0.10 per share
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(Title of Class of Securities)
(CUSIP Number of Class of Securities)
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Cybex International, Inc.
10 Trotter Drive
Medway, MA 02053
(508) 533-4300
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Mr. John Aglialoro
UM Holdings, Ltd.
56 Haddon Avenue
Haddonfield, NJ 08033
(856) 354-2200
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on
Behalf of the Persons Filing Statement)
With
copies to
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Lowenstein Sandler P.C.
65 Livingston Avenue
Roseland, NJ 07068
Attn: Peter H. Ehrenberg, Esquire
(973) 597-2500
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Archer & Greiner, P.C.
One Centennial Square
33 East Euclid Avenue
Haddonfield, NJ 08033
Attn: James Carll, Esquire
(856) 795-2121
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This statement is filed in connection with (check the appropriate box):
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a.
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x
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of
1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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¨
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies:
x
Check the following box if the filing is a final amendment
reporting the results of the transaction:
¨
Calculation of Filing Fee
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Transaction valuation*
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Amount of filing
fee*
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$22,929,150
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$3,130
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*
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The filing fee of $3,130 was determined by multiplying .00013640 by the aggregate merger consideration of $22,929,150. The aggregate merger consideration was calculated
based on the sum of (i) 8,699,381 outstanding shares of Common Stock as of November 5, 2012 to be acquired pursuant to the merger multiplied by the merger consideration of $2.55 per share and (ii) 503,125 shares of Common Stock underlying
outstanding options and warrants as of November 5, 2012 to be cancelled pursuant to the merger multiplied by the merger consideration of $2.55 per share, minus the exercise price of such options or warrants.
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x
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount
Previously Paid: $3,130
Form or Registration No.: Schedule 14A—Preliminary Proxy Statement
Filing Party: Cybex International, Inc.
Date Filed: November 6, 2012
Introduction
This Amendment No. 2 to Schedule 13E-3 Transaction Statement, together with the exhibits hereto (“Transaction Statement”) is being filed with the Securities and Exchange Commission (the
“SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Cybex International, Inc. (the “Company”), a New York corporation and the issuer of the shares
of Common Stock, par value $0.10 per share (the “Common Stock”) that is subject to the Rule 13e-3 transaction; (ii) UM Holdings, Ltd. (“Parent”), a New Jersey corporation; (iii) CYB Merger Corp., a New York corporation
and wholly owned subsidiary of Parent (“Merger Sub”), (iv) John Aglialoro (“Mr. Aglialoro”), and (v) Joan Carter (“Ms. Carter”).
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of October 17, 2012 (as it may be amended from time to time, the “Merger Agreement”) by and among the
Company, UM Holdings, Ltd., and Merger Sub. If the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company (the “Merger”), the separate corporate existence of Merger Sub
will cease and the Company will continue its corporate existence under New York law as the surviving corporation in the Merger. Upon completion of the Merger, the Common Stock, other than shares owned by Parent, Mr. Aglialoro, and
Ms. Carter, will be converted into the right to receive $2.55 per share in cash, without interest and less any required withholding taxes. Following completion of the Merger, the Common Stock will no longer be publicly traded, and holders
(other than Parent, its subsidiaries and its stockholders) of the Common Stock that has been converted will cease to have any ownership interest in the Company.
Acting upon the recommendation of a special committee of the Company’s board of directors consisting solely of disinterested directors, the Company’s board of directors (other than
Mr. Aglialoro, Ms. Carter and Arthur W. Hicks, Jr., an officer of the Company and Parent, each of whom abstained from voting on the Merger ) approved the Merger Agreement and the transactions contemplated thereby, including the Merger,
declared the same to be advisable and in the best interests of the Company and its public stockholders and recommended adoption of the Merger Agreement by the stockholders of the Company. The Merger remains subject to the satisfaction or waiver of
the conditions set forth in the Merger Agreement, including obtaining approval of holders of at least two/thirds of the outstanding shares of Common Stock of the Company and of a majority of the shares of Common Stock held by the Company’s
public stockholders. For purposes of this Transaction Statement, the term “public stockholders” shall mean all of the stockholders of the Company other than Parent, Mr. Aglialoro and Ms. Carter.
On December 14, 2012, the Company filed with the SEC Amendment No. 1 to preliminary proxy statement (the “Proxy Statement”)
under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from stockholders of the Company in connection with the Merger. The Proxy Statement, attached to Amendment No. 1 to the
Transaction Statement as Exhibit (a)(2)(i) thereto, is incorporated herein by reference. A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes, exhibits, and
appendices thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Amendment No. 2 to Schedule 13E-3. As of the date hereof, the Proxy Statement is
in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Amendment No. 2 to Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.
The information concerning the Company contained in this Amendment No. 2 to Schedule 13E-3 and the Proxy Statement was supplied by the
Company, and the information concerning each other Filing Person contained in this Amendment No. 2 to Schedule 13E-3 and the Proxy Statement has been supplied by each such Filing Person.
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Item 1.
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Summary Term Sheet
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The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Summary
Term Sheet”
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Item 2.
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Subject Company Information
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(a)
Name and address
. The Company’s name and the address and telephone number of its principal executive offices are as follows:
Cybex International, Inc.
10 Trotter Drive
Medway, MA 02053
(508) 533-4300
(b)
Securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting—Record Date, Notice and Quorum”
“The Special Meeting—Required Vote”
“Security Ownership of Certain Beneficial Owners and Management”
(c)
Trading market and price
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Market Price of Cybex Common Stock”
(d)
Dividends
. The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Market
Price of Cybex Common Stock”
(e)
Prior public offerings
. Not applicable.
(f)
Prior stock purchases
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Security Ownership of Certain Beneficial Owners and Management”
“Market Price of Cybex Common Stock”
“Special Factors—Opinion of Duff and Phelps”
Mr. Curtis,
appointed as a director in May 2012, has received as part of his compensation from the Company stock-based awards that represent the right to receive 16,667 shares of Common Stock subject to a 3-year vesting period with 1/3 vesting in May 2013, 1/3
in May 2014, and 1/3 in May 2015.
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Item 3.
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Identity and Background of Filing Person
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(a)—(c)
Name and address; Business and background of entities; Business and background of natural persons.
The information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
“Summary Term Sheet”
“Summary Term Sheet – The Parties to the Merger”
“The Parties to the Merger”
“Security Ownership of Certain
Beneficial Owners and Management”
Set forth below are the names, the present principal occupations or employment,
telephone number and the name, principal business, and address of any corporation or other organization in which such occupation or employment is conducted and the five–year employment history of each of the Filing Persons (other than the
Company). During the past five years, none of the persons or entities described have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to any judicial or administrative
proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities
laws or a finding of any violation of federal or state securities laws. Each person identified is a United States citizen. Mr. Aglialoro is Chairman and Chief Executive Officer of the Company, Chairman of Parent, and President of Merger Sub.
Ms. Carter is a director of the Company, Parent and Merger Sub and is President of Parent and Vice President of Merger Sub.
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Name
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Business Address
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Employment History
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UM Holdings, Ltd., a New Jersey corporation
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56 Haddon Avenue
Haddonfield,
NJ 08033
(856) 354-2200
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N/A
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CYB Merger Corp., a New York corporation
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56 Haddon Avenue
Haddonfield,
NJ 08033
(856) 354-2200
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N/A
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John Aglialoro, a natural person
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UM Holdings, Ltd.
56 Haddon
Avenue
Haddonfield, NJ 08033
(856)
354-2200
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The Company’s Chairman of the Board since 1997 and CEO since 2000. The Chairman of Parent since 1982. President and a director of Merger Sub since 2012.
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Joan Carter, a natural person
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UM Holdings, Ltd.
56 Haddon
Avenue
Haddonfield, NJ 08033
(856)
354-2200
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Director of the Company since 1997. The President of Parent since 1986. Vice President and a director of Merger Sub since 2012.
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(d)
Tender Offer.
Not applicable.
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Item 4.
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Terms of the Transaction
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(a)
Material Terms
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(1)
Tender Offers
. Not applicable.
(2)
Mergers or Similar
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Special
Meeting and the Merger”
“Proposal No. 1: The Merger Agreement—General; The Merger”
“Proposal No. 1: The Merger Agreement—Consideration to be Received Pursuant to the Merger; Treatment of Equity
Awards”
“Proposal No. 1: The Merger Agreement—Payment for Cybex Common Stock in the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of
Directors”
“Special Factors— Purpose and Reasons by the UM Holdings Group for the Merger”
“Special Factors—Plans for the Company after the Merger”
“The Special Meeting—Required Vote”
“Proposal No. 1: The Merger Agreement—Conditions to Completion of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special
Factors—Interests of Our Directors and Executive Officers in the Merger”
“Special Factors—Material United
States Federal Income Tax Consequences”
(b)
Purchases
. Not Applicable.
(c)
Different terms
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Our Directors and Executive Officers in the Merger”
“Security Ownership of Certain Beneficial Owners and Management”
(d)
Appraisal rights
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Appraisal Rights”
“Summary Term Sheet – No Appraisal Rights”
“Special Factors
– Absence of Right of Appraisal”
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(e)
Provisions for unaffiliated security holders
. None.
(f)
Eligibility for listing or trading
. Not applicable.
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Item 5.
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Past Contacts, Transactions, Negotiations and Agreements
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(a) (1)—(2)
Transactions
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special
Factors—Interests of Our Directors and Executive Officers in the Merger”
(b) – (c)
Significant
corporate events; Negotiations or contacts
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special
Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of Directors”
“Special Factors— Purpose and Reasons by UM Holdings Group for the Merger”
“Special Factors— Position of the UM Holdings Group as to the Merger”
“Special Factors—Plans for the Company after the Merger”
“Special Factors—Interests of Our Directors and Executive Officers in the Merger”
“Proposal No. 1: The Merger Agreement—General; The Merger”
“Annex A: Agreement and Plan of Merger”
(d)
Conflicts of interest
. Not applicable.
(e)
Agreements involving
the subject company’s securities
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Certain Effects of the Merger”
“Special
Factors—Interests of Our Directors and Executive Officers in the Merger”
“The Special Meeting—Required
Vote”
“Proposal No. 1: The Merger Agreement—General; The Merger”
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Item 6.
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Purposes of the Transaction and Plans or Proposals
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(a)
Purposes
. Not applicable.
(b)
Use of securities acquired
. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special
Factors—Certain Effects of the Merger”
“Proposal No. 1: The Merger Agreement—Payment for Cybex
Common Stock in the Merger”
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“Consideration to be Received Pursuant to the Merger; Treatment of Equity Awards”
(c) (1)-(8)
Plan
s. The information set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of Directors”
“Special Factors— Purpose and Reasons by the UM Holdings Group for the Merger”
“Special Factors—Plans for the Company after the Merger”
“Special Factors—Deregistration of Cybex Common Stock”
“Special Factors—Interests of Our Directors and Executive Officers in the Merger”
“Proposal No. 1: The Merger Agreement—General; The Merger”
“Proposal No. 1: The Merger Agreement—Consideration to be Received Pursuant to the Merger; Treatment of Equity
Awards”
“Proposal No. 1: The Merger Agreement—Payment for Cybex Common Stock in the Merger”
“Annex A: Agreement and Plan of Merger”
(d)
Subject Company Negotiations
. Not applicable.
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Item 7.
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Purposes, Alternatives, Reasons and Effects
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(a)
Purposes
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of Directors”
“Special Factors— Purpose and Reasons of by the UM Holdings Group for the Merger”
“Special Factors—Plans for the Company after the Merger”
“Special Factors —Deregistration of Cybex Common Stock”
“Summary Term Sheet—Deregistration of Cybex Common Stock”
(b)
Alternatives
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of
Directors”
“Special Factors—Plans for the Company after the Merger”
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(c)
Reasons
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of
Directors”
“Special Factors—Purpose and Reasons by the UM Holdings Group for the Merger”
“Special Factors— Position of the UM Holdings Group as to the Merger”
“Special Factors—Plans for the Company after the Merger”
“Special Factors—Certain Effects of the Merger”
(d)
Effects.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of Directors”
“Special Factors—Purpose and Reasons by the UM Holdings Group for the Merger”
“Special Factors—Plans for the Company after the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Our Directors and Executive Officers in the Merger”
“Special Factors—Material United States Federal Income Tax Consequences”
“Annex A: Agreement and Plan of Merger”
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Item 8.
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Fairness of the Transaction
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(a)—(b)
Fairness; Factors considered in determining fairness
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of Directors”
“Special Factors—Opinion of Duff & Phelps”
“Special Factors— Purpose and Reasons by the UM Holdings Group for the Merger”
“Special Factors—Position of the UM Holdings Group as to the Merger”
“Special Factors—Plans for the Company after the Merger”
“Special Factors—Interests of Our Directors and Executive Officers in the Merger”
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“Annex B: Opinion of Duff & Phelps”
The presentation, dated October 16, 2012, of Duff & Phelps to the Special Committee of the Board of Directors of the
Company is filed as Exhibit (c) (2) and is incorporated herein by reference.
(c)
Approval of security
holders
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Special Meeting and the Merger”
“The Special Meeting—Record Date; Notice and Quorum”
“The Special Meeting—Required Vote”
“Proposal No. 1: The Merger Agreement—Conditions to Completion of the Merger”
(d)
Unaffiliated representative
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of Directors”
(e)
Approval of directors
. The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of
Directors”
“Questions and Answers about the Special Meeting and the Merger”
(f)
Other offers
. Not applicable
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Item 9.
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Reports, Opinions, Appraisals and Negotiations
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(a)—(c)
Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of
Directors”
“Special Factors—Opinion of Duff & Phelps”
“Where You Can Find More Information”
“Annex B: Opinion of Duff & Phelps”
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The presentation, dated October 16, 2012, of Duff & Phelps to the Special
Committee of the Board of Directors of the Company is filed as Exhibit (c) (2) and is incorporated herein by reference.
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by
any interested equity holder of the Company.
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Item 10.
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Source and Amounts of Funds or Other Consideration
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(a)—(b), (d)
Source of funds; Conditions; Borrowed funds
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—Important Considerations-Financing”
“Special Factors—Financing”
(c)
Expenses.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—Fees and Expenses”
“Special Factors—Fees and Expenses”
“Proposal No. 1:
The Merger Agreement—Fees and Expenses”
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Item 11.
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Interest in Securities of the Subject Company
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(a)
Securities ownership
. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Security Ownership of Certain Beneficial Owners and Management”
(b)
Securities transactions
. Not applicable.
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Item 12.
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The Solicitation or Recommendation
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(d)
Intent to tender or vote in a going-private transaction
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special Committee and our Board of
Directors”
“Special Factors— Purpose and Reasons by the UM Holdings Group for the Merger”
“Special Factors—Plans for the Company after the Merger”
“The Special Meeting – Our Board’s Recommendation”
“The Special Meeting—Required Vote”
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(e)
Recommendation of others
. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
“Questions and Answers about the Special Meeting and the
Merger”
“Special Factors—Reasons for the Merger; Fairness of the Merger; Recommendation of the Special
Committee and our Board of Directors”
“Special Factors— Purpose and Reasons by the UM Holdings Group for the
Merger”
“Special Factors—Plans for the Company after the Merger”
“The Special Meeting – Our Board’s Recommendation”
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Item 13.
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Financial Statements
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(a)
Financial information
. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summarized Financial Information”
“Where You Can Find More
Information”
The audited financial statements set forth in Item 15 of the Company’s Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 2011 and the unaudited financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 29, 2012 are incorporated herein by
reference.
The ratio of earnings to fixed charges for each of the two years ending December 31, 2011 and for the
quarterly period ended September 29, 2012 are set forth in the Proxy Statement under the caption “Summarized Financial Information” and is incorporated herein by reference. The book value per share as of September 29, 2012 is set
forth in the Proxy Statement under the caption “Summarized Financial Information” and is incorporated herein by reference.
(b)
Pro forma information
. Not applicable.
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Item 14.
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Persons/Assets, Retained, Employed, Compensated or Used
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(a)—(b)
Solicitations or recommendations; Employees and corporate assets
. The Company intends to utilize an outside proxy solicitation firm. However, no proxy solicitation firm has been
identified as of the date hereof. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“The Special Meeting—Persons Making the Solicitation”
“Questions and Answers about the Special Meeting and the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Fees and Expenses”
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Item 15.
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Additional Information
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(b) No executive officer of any entity that is a filing person under this Amendment No. 2 to Schedule 13E-3 will receive any compensation,
whether present, deferred or contingent, that is based upon or otherwise relates to this Amendment No. 2 to Schedule 13E-3 transaction.
(c)
Other material information
. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
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(a) (1)
Not applicable.
(a) (2)(i) Amendment No. 1 to Preliminary Proxy Statement of Cybex International, Inc. (incorporated by
reference to the Schedule 14A filed with the Securities and Exchange Commission on December 14, 2012) (the “Proxy Statement”).
(a) (2)(ii) Amended Form of Proxy Card – previously filed.
(a)
(2)(iii) Letter to the Company Stockholders (incorporated herein by reference to the Proxy Statement).
(a)
(2)(iv) Notice of Special Meeting of Stockholders (incorporated herein by reference to the Proxy Statement).
(a)
(3) Press Release dated October 17, 2012 (filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 18, 2012 and incorporated herein by reference).
(b) (1) Loan Commitment, dated November 26, 2012, between Cybex International, Inc. and RBS Citizens, N.A. – previously filed.
(b) (2) Mezzanine Loan Commitment, dated November 29, 2012, between Cybex International, Inc. and Massachusetts Capital
Resource Company – previously filed.
(c) (1) Opinion, dated October 17, 2012, of Duff & Phelps to the
Special Committee of the Board of Directors of the Company (incorporated herein by reference to Annex B of the Proxy Statement).
(c) (2) Presentation, dated October 16, 2012, of Duff & Phelps to the Special Committee of the Board of Directors of the Company – previously filed.
(c)(3) Preliminary Presentation, dated September 27, 2012, of Duff & Phelps to the Special Committee of the Board of Directors of the
Company – previously filed.
(c)(4) Special Committee Update, dated June 28, 2012, of Duff & Phelps to the Special
Committee of the Board of Directors of the Company – filed herewith.
(d) (1) Agreement and Plan of Merger, dated as
of October 17, 2012, between the Company, Parent and Merger Sub (incorporated herein by reference to Annex A of the Proxy Statement).
(f) Holders of Cybex Common Stock do not have appraisal rights in connection with the merger.
(g) None.
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SIGNATURE
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of December 18, 2012
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CYBEX INTERNATIONAL, INC.
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By:
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/s/ John Aglialoro
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Name:
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John Aglialoro
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Title:
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Chairman and CEO
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UM HOLDINGS, LTD.
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By:
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/s/ John Aglialoro
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Name:
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John Aglialoro
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Title:
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Chairman and CEO
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CYB MERGER CORP.
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By:
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/s/ John Aglialoro
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Name:
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John Aglialoro
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Title:
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President
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/s/ John Aglialoro
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JOHN AGLIALORO
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/s/ Joan Carter
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JOAN CARTER
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13
Exhibit (c)(4)
DUFF & PHELPS
Confidential
CYBEX®
Special
Committee
Update
June 28, 2012
The information contained herein is of a confidential nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduction, publication, or
dissemination of portions hereof may not be made without prior approval of Duff & Phelps, LLC.
Duff & Phelps Disclaimer
•The following
pages contain material that is being provided by Duff & Phelps, LLC (“Duff & Phelps”) to the Special Committee (the “Special Committee”) of the Board of Directors (the “Board of Directors”) of Cybex
International, Inc. (the “Company” or “Cybex”) in connection with a possible transaction (the “Possible Transaction”).
•The accompanying material was compiled on a confidential basis for the sole use of the Special Committee and is not to be distributed to any other party or publicly disclosed without
the written consent of Duff & Phelps.
•The information utilized in preparing this presentation
was obtained from the Company and public sources. Any estimates and projections contained herein have been prepared by the senior management of the Company and involve numerous and significant subjective determinations, which may or may not prove to
be correct. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past or the future. Duff
& Phelps did not attempt to independently verify such information.
•These materials are not intended
to represent an opinion but rather to serve as discussion materials for the Special Committee to review and as a basis upon which Duff & Phelps may render an opinion.
•An opinion i) would not address the merits of the underlying business decision of the Special Committee or the Board of Directors to enter into the Possible Transaction; ii) would
not constitute a recommendation to the Special Committee, the Board of Directors or any committee thereof, the shareholders of the Company, respectively, or any other person as to how such person should vote or as to any other specific action that
should be taken in connection with the Possible Transaction; and iii) would not create any fiduciary duty on Duff & Phelps’ part to any party.
•Because this material was prepared for use in the context of an oral presentation to the Special Committee, which is familiar with the business and affairs of the Company, Duff &
Phelps does not take any responsibility for the accuracy or completeness of any of the material if used by persons other than the Special Committee.
•No selected company or selected transaction used in our analysis is directly comparable to the Company or the Possible Transaction.
CONFIDENTIAL
2
DUFF & PHELPS
Table of Contents
1. Process Update
2. Stock Performance and Implied Multiples
3. Selected Public Company Analysis and Selected M&A Transactions Analysis
4. Recent Financial Performance Summary
CONFIDENTIAL
3
DUFF & PHELPS
1. Process Update
Process Update
Held diligence call with
management on June 19, 2012 with Art Hicks & Jim Ahearn
– Follow-up call with Head of Sales/Marketing
will occur during site visit to Owatonna facility
All requested information has been promptly provided
– No outstanding requests at this time
Site visit to Owatonna facility scheduled for mid-July
Other Considerations
– NOL valuation
– Value of
non-operating assets (excess land)
– Public company costs
CONFIDENTIAL 5 DUFF & PHELPS
2. Stock Performance and Implied Multiples
Trading Analysis
Cybex International Inc. -
Common Share Overview June 25, 2012
(In millions, except per share value)
Management Projections
2005 2006 2007 2008 2009 2010 2011 LTM1 2012 P 2013 P
Price per share $3.70 $6.00 $4.56 $1.84 $1.17 $0.66 $0.42 $1.72
Enterprise Value $71.0 $103.7 $98.9 $47.8 $37.7 $69.1 $61.5 $51.3
Revenue $108.1 $124.7 $140.2 $153.2 $124.9 $117.8 $137.0 $146.4 $145.0 $150.0
EBITDA2 9.7 12.1 11.5 14.5 3.4 5.9 11.5 12.9 12.0 13.6
EBIT2 6.1 8.9 8.0 9.7 -2.2 1.2 6.8 8.3 7.0 8.2
Margins
EBITDA2 8.9% 9.7% 8.2% 9.5% 2.7% 5.0% 8.4% 8.8% 8.3% 9.0%
EBIT2 5.6% 7.1% 5.7% 6.3% -1.8% 1.0% 5.0% 5.7% 4.9% 5.5%
Multiples
EV / Revenue 0.66x 0.83x 0.71x 0.31x
0.30x 0.59x 0.45x 0.35x 0.35x 0.34x
EV / EBITDA 7.4x 8.6x 8.6x 3.3x 11.1x 11.8x 5.4x 4.0x 4.3x 3.8x
Price / Book Value 4.1x 2.4x 1.5x 0.6x 0.5x 0.3x NM 1.4x NA NA
Price / Earnings per share3 NM 5.1x 8.5x 6.8x NM NM NM 7.5x 9.2x 7.0x
Common Share - Price History
Average
1 - Month $1.73
3 - Month $2.18
6 - Month $2.03
1 - Year $1.24
2 - Year $1.18
5 - Year $2.09
10 - Year $2.90
1 LTM Financials as of 3/31/2012; stock price as of 6/25/2012
2 Historical financial figures as of September 30th. Stock price and projected figures as of December 31st
3 Adjusted for one-time items
Source: Capital IQ, SEC Filings, Company Provided
CONFIDENTIAL 7 DUFF & PHELPS
Trading Analysis
Cybex International Inc. -
Trading History
June 26, 2009 to June 25, 2012
Share Price
$3.50
$3.00
$2.50
$2.00
$1.50
$1.00
$0.50
$0.00
April 20, 2012
Reported net sales of $37 million versus $31 million the prior year but issued lower guidance for the second quarter
August 27, 2009
Launched Cybex 750AT, a commercial cross trainer for workouts that target different areas of the body
December 08, 2010
Reported that a $66 million
jury verdict has been rendered in the product liability litigation, Barnhard versus Cybex
February 06, 2012
Reached a settlement in litigation, Barnhard vs Cybex. Pursuant to the settlement, Cybex will pay to the
plaintiff, net of insurance, approximately $19.5 million
March 18, 2011
Unveiled the new, advanced 770T Treadmill
1,800
1,600
1,400
1,200
1,000
800
600
400
200
0
Volume (thousands)
6/26/09 8/26/09 10/26/09 12/26/09 2/26/10 4/26/10 6/26/10 8/26/10 10/26/10 12/26/10 2/26/11 4/26/11 6/26/11 8/26/11
10/26/11 12/26/11 2/26/12 4/26/12
CONFIDENTIAL 8 DUFF & PHELPS
Implied Multiples
Cybex International Inc. -
Implied Multiple Table
($ in millions)
Average Price of Common Share
Current Last 90
6/25/2012 Trading Days 1- yr 5-
yr 10- yr
Price per share $1.72 $2.50 $2.75 $3.00 $3.25 $2.20 $1.24 $2.09 $2.90
Shares Outstanding 17.1 17.1 17.1 17.1 17.1 17.1 17.1 17.1 17.1
Market Capitalization of Common Equity $29.4 $42.8 $47.1 $51.4 $55.6 $37.6 $21.2 $35.8 $49.7
Plus: Intrinsic Value of Management Options 0.0 0.1 0.2 0.4 0.6 0.0 0.0 0.0 0.3
Plus: Total Debt Outstanding 24.4 24.4 24.4 24.4 24.4 24.4 24.4 24.4 24.4
Less: Cash and Equivalents -2.5 -2.5 -2.5 -2.5 -2.5 -2.5 -2.5 -2.5 -2.5
Less: Non Operating (Net) 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Implied Enterprise Value $51.3 $64.8 $69.2 $73.6 $78.1 $59.5 $43.1 $57.6 $71.9
EV / Revenue
LTM 0.35x 0.44x 0.47x 0.50x 0.53x 0.41x 0.29x 0.39x 0.49x
Projected 2012 0.35x 0.45x 0.48x 0.51x 0.54x 0.41x 0.30x 0.40x 0.50x
Projected 2013 0.34x 0.43x 0.46x 0.49x 0.52x 0.40x 0.29x 0.38x 0.48x
EV / EBITDA
LTM 4.0x 5.0x 5.4x 5.7x 6.0x 4.6x
3.3x 4.5x 5.6x
Projected 2012 4.3x 5.4x 5.8x 6.1x 6.5x 5.0x 3.6x 4.8x 6.0x
Projected 2013 3.8x 4.8x 5.1x 5.4x 5.8x 4.4x 3.2x 4.2x 5.3x
Price / Earnings per share
Projected 2012 9.2x 13.4x 14.8x 16.1x 17.5x 11.8x 6.6x 11.2x 15.6x
Projected 2013 7.0x 10.1x 11.1x 12.1x 13.2x 8.9x 5.0x 8.5x 11.7x
Price / Book Value per share 1.4x 2.1x 2.3x 2.5x 2.7x 1.9x 1.0x 1.8x 2.4x
Implied Premium (Discount)
Current 0.0% 45.3%
59.9% 74.4% 89.0% 27.7% (28.1%) 21.4% 68.7%
30 Day Average (0.6%) 44.5% 58.9% 73.4% 87.8% 27.0% (28.5%) 20.7%
67.6%
1 - Year Average 39.0% 102.1% 122.3% 142.5% 162.7% 77.6% 0.0% 68.8% 134.5%
CONFIDENTIAL 9 DUFF&PHELPS
Management vs. Analyst Projections
Cybex
International Inc. - Projection Comparison
(In millions, except per share value)
Management
Projections
Analyst Projections
2012 P 2013 P 2012 P 2013 P 2012 P 2013 P
% Difference % Difference
Revenue $145.0 $150.0
$147.9 $157.0 2.0% 4.7%
EBITDA $12.0 $13.6 NA NA NA NA
EBIT $7.0 $8.2 $10.9 $13.0 54.3% 57.4%
Earnings per share1 $0.19 $0.25 $0.54 $0.66 190.4% 167.7%
1 Excludes one-time items
Analyst Source: Sidoti
& Company, LLC report dated April 10, 2012
CONFIDENTIAL 10 DUFF&PHELPS
Premiums Paid Analysis
Control Premium Analysis
Stock Price Premium
Number of Transactions
Criteria
1-Day (%) 1-Week (%) 1-Month (%)
Sporting and Recreational Goods
Median 27.2 27.6
36.5 9
Max 50.0 50.0 97.3
Min 9.5 10.2 27.6
US Companies with Enterprise
Value between $25 & $100 mm
Median 47.1 53.8 56.3 66
Max 47.1 53.8 56.3
Min 0.9 4.5 0.7
US Companies with Enterprise
Value between $25 & $1000 mm
Median 35.0 37.8 40.2 324
Max 343.0 321.3 295.0
Min 0.1 2.5 0.7
Note: Excludes negative premiums;
deals over the prior 3 years
Source: Capital IQ
CONFIDENTIAL 11 DUFF&PHELPS
3. Selected Public Company and Selected M&A Transactions Analysis
Selected Public Companies
Financial Performance
Metrics
Selected Public Company Analysis June 25, 2012
Company Information Revenue Growth EBITDA Growth EBITDA Margin EBIT Margin Gross Margin1
Company Name 3-YR CAGR LTM 2012 2013 3-YR CAGR LTM 2012 2013 LTM 2012 2013 LTM 2012 2013 3 - Yr Avg. LTM
Accell Group NV 5.3% 8.9% 6.1% 4.1% -8.3% -17.4% 26.1% 7.1% 7.1% 8.4% 8.7% 5.9% 7.3% 7.5% 34.8% 33.2%
Amer Sports Corp. 6.1 5.8 6.0 5.5 18.1 9.6 8.6 13.4 9.1 9.3 10.0 7.2 7.4 8.2 42.2 43.7
Brunswick Corporation -7.3 5.4 4.9 5.7 8.0 21.3 7.3 29.6 8.3 8.7 10.7 5.6 6.1 7.6 18.6 23.4
Callaway Golf Co. -7.4 -6.8 9.9 4.9 NM NM NM 21.4 0.1 6.2 7.2 -4.2 2.5 4.0 37.8 37.0
Escalade Inc. -3.3 10.8 NA NA NM 3.8 NA NA 10.0 NA NA 6.8 NA NA 30.3 30.8
Johnson Health Tech Co., Ltd. 4.2 17.8 18.6 5.8 40.3 31.1 48.7 13.2 9.6 12.6 13.5 6.2 8.6 9.8 45.6 45.4
Johnson Outdoors Inc. -1.1 0.5 5.2 NA 19.9 -16.5 29.9 NA 6.0 8.1 NA 3.5 5.9 NA 39.1 39.4
Nautilus Inc. -14.0 7.2 11.0 11.8 22.5 NM 56.8 54.7 4.5 5.8 8.0 2.5 3.4 5.7 46.7 43.8
High 6.1% 17.8% 18.6% 11.8% 40.3% 31.1% 56.8% 54.7% 10.0% 12.6% 13.5% 7.2% 8.6% 9.8% 46.7% 45.4%
Low -14.0% -6.8% 4.9% 4.1% -8.3% -17.4% 7.3% 7.1% 0.1% 5.8% 7.2% -4.2% 2.5% 4.0% 18.6% 23.4%
Mean -2.2% 6.2% 8.8% 6.3% 16.7% 5.3% 29.5% 23.3% 6.8% 8.5% 9.7% 4.2% 5.9% 7.1% 36.9% 37.1%
Median -2.2% 6.5% 6.1% 5.6% 19.0% 6.7% 28.0% 17.4% 7.7% 8.4% 9.3% 5.8% 6.1% 7.6% 38.5% 38.2%
Cybex International Inc.—Mgmt Forecast -1.8% 14.5% 3.5% 3.4% 6.5% 43.3% -7.2% 13.0% 8.8% 8.3% 9.0% 5.7% 4.9%
5.5%34.0% 34.8%
Cybex International Inc.—Analyst Forecast -1.8% 14.5% 5.6% 6.1% 6.5% 43.3% NA NA 8.8% NA
NA 5.7% 7.3% 8.3% 34.0% 34.8%
1Gross Margin includes depreciation LTM = Latest Twelve Months
CAGR = Compounded Annual Growth Rate
EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT = Earnings Before Interest and Taxes Source:
Bloomberg, Capital IQ, Company filings
CONFIDENTIAL 13 DUFF & PHELPS
Selected Public Companies
Valuation Multiples
Selected Public Company Analysis June 25, 2012
($ in millions, except per share data)
Company Information Market Data Common Stock as a Multiple of Enterprise Value As Multiple Of
Company Name Stock Price % of 52-Wk High Enterprise Value Book Value Tang.BV LTM EPS 2012 EPS 3-Yr Avg.EBITDA LTM EBITDA 2012 EBITDA 2013 EBITDA LTM EBIT 2012 EBIT LTM Revenue 2012 Revenue
Accell Group NV $18.06 72.0% $576 1.6x 2.1x 7.1x 8.9x 8.9x 10.4x 8.2x 7.7x 12.4x 9.5x 0.73x 0.69x
Amer Sports Corp. 10.99 75.2 1,846 1.5 4.8 12.0 10.4 11.1 8.4 8.0 7.0 10.7 10.0 0.77 0.74
Brunswick Corporation 20.74 76.7 2,113 22.5 NM 18.4 14.3 22.1 6.8 6.2 4.8 10.0 8.8 0.57 0.54
Callaway Golf Co. 5.64 77.7 412 0.7 0.9 NM 56.4 20.6 NM 6.8 5.6 NM 17.2 0.46 0.42
Escalade Inc. 5.60 92.0 80 0.8 1.5 10.0 NA 7.2 5.9 NA NA 8.6 NA 0.58 NA
Johnson Health Tech Co., Ltd. 2.14 67.3 466 2.3 2.5 17.9 10.7 14.1 10.3 6.9 6.0 15.9 10.1 0.99 0.86
Johnson Outdoors Inc. 18.14 86.4 210 1.1 1.2 5.9 11.9 9.7 8.6 6.0 NA 14.6 8.3 0.51 0.49
Nautilus Inc. 3.27 95.9 80 2.9 6.4 25.2 13.9 39.7 9.8 6.9 4.5 17.3 11.6 0.44 0.40
High 95.9% $2,113 22.5x 6.4x 25.2x 56.4x 39.7x 10.4x 8.2x 7.7x 17.3x 17.2x 0.99x 0.86x
Low 67.3% $80 0.7x 0.9x 5.9x 8.9x 7.2x 5.9x 6.0x 4.5x 8.6x 8.3x 0.44x 0.40x
Mean 80.4% $723 4.2x 2.8x 13.8x 18.1x 16.7x 8.6x 7.0x 5.9x 12.8x 10.8x 0.63x 0.59x
Median 77.2% $439 1.5x 2.1x 12.0x 11.9x 12.6x 8.6x 6.9x 5.8x 12.4x 10.0x 0.57x 0.54x
Cybex International Inc.—Mgmt Forecast $1.72 57.9% $51 1.4x 1.4x 7.5x 9.2x 6.4x 4.0x 4.3x 3.8x 6.2x 7.3x 0.35x 0.35x
Cybex International Inc.—Analyst Forecast $1.72 57.9% $51 1.4x 1.4x 7.5x 3.2x 6.4x 4.0x NA NA 6.2x 4.7x
0.35x 0.35x
LTM = Latest Twelve Months
Enterprise Value = (Market Capitalization) + (Debt + Preferred Stock + Minority Interest)—(Cash &
Equivalents) EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization EBIT = Earnings Before Interest and Taxes Source: Bloomberg, Capital IQ, Company filings
CONFIDENTIAL 14 DUFF & PHELPS
Selected Public Company Analysis
Comparison of
financial metrics
LTM Revenue
$4,000 $3,736 Median: $629
$3,500
$3,000 $2,399
$2,500
$2,000
$1,500 $886 $785
$1,000 $473 $409
$500 $183 $146 $137
$0
NYSE:BC
HLSE:AMEAS
NYSE:ELY
ENXTAM:ACCEL
TSEC:1736
NasdaqGM:JOUT
NYSE:NLS
NasdaqGM:CYBI
NasdaqGM:ESCA
LTM EBITDA Margin
12.0%
10.0% 9.6% Median: 7.7%
10.0% 9.1% 8.8% 8.3%
8.0% 7.1% 6.0%
6.0% 4.5%
4.0%
2.0% 0.1%
0.0%
NasdaqGM:ESCA
TSEC:1736
HLSE:AMEAS
NasdaqGM:CYBI
NYSE:BC
ENXTAM:ACCEL
NasdaqGM:JOUT
NYSE:NLS
NYSE:ELY
CONFIDENTIAL 15 DUFF & PHELPS
Selected Public Company Analysis
Comparison of
financial metrics
LTM Revenue Growth
20.0%
17.8%
14.5%
Median: 6.5%
15.0%
10.8%
8.9%
10.0%
7.2%
5.8%
5.4%
5.0%
0.5%
0.0%
-5.0%
-10.0%
-6.8%
TSEC:1736
NasdaqGM:CYBI
NasdaqGM:ESCA
ENXTAM:ACCEL
NYSE:NLS
HLSE:AMEAS
NYSE:BC
NasdaqGM:JOUT
NYSE:ELY
LTM EBITDA Growth
50.0%
43.2%
Median: 6.7%
40.0%
31.1%
30.0%
21.3%
20.0%
9.6%
10.0%
3.8%
NM
NM
0.0%
-10.0%
-20.0%
-16.5%
-17.4%
-30.0%
NasdaqGM:CYBI
TSEC:1736
NYSE:BC
HLSE:AMEAS
NasdaqGM:ESCA
NasdaqGM:JOUT
ENXTAM:ACCEL
NYSE:ELY
NYSE:NLS
Three Year Revenue CAGR
10.0%
6.1%
5.3%
Median: -2.2%
4.2%
5.0%
0.0%
-1.1%
-5.0%
-1.8%
-3.3%
-10.0%
-7.3%
-7.4%
-15.0%
-14.0%
-20.0%
HLSE:AMEAS
ENXTAM:ACCEL
TSEC:1736
NasdaqGM:JOUT
NasdaqGM:CYBI
NasdaqGM:ESCA
NYSE:BC
NYSE:ELY
NYSE:NLS
Three Year EBITDA CAGR
50.0%
40.3%
Median: 19.0%
40.0%
30.0%
22.5%
19.9%
18.1%
20.0%
10.0%
8.0%
6.5%
NM
NM
0.0%
-10.0%
-8.3%
-20.0%
TSEC:1736
NYSE:NLS
NasdaqGM:JOUT
HLSE:AMEAS
NYSE:BC
NasdaqGM:CYBI
ENXTAM:ACCEL
NYSE:ELY
NasdaqGM:ESCA
CONFIDENTIAL 16 DUFF & PHELPS
Selected Public Company Analysis
Comparison of
financial metrics
LTM CAPEX as a % of Revenue
Median: 2.2%
4.0% 3.5%
3.5%
3.0% 2.8% 2.6%
2.5% 2.4% 2.5%
2.0% 2.0% 1.4% 1.4%
1.5%
1.0% 0.7%
0.5%
0.0%
NYSE:ELY
HLSE:AMEAS
NasdaqGM:JOUT
NYSE:BC
NasdaqGM:CYBI
NasdaqGM:ESCA
NYSE:NLS
ENXTAM:ACCEL
TSEC:1736
LTM EBIT Margin
8.0% 7.2% 6.8% 6.2% 5.9% 5.7%
5.6%
Median: 5.8%
6.0% 3.5%
4.0% 2.5%
2.0%
0.0%
-2.0%
-4.0% -4.2%
-6.0%
HLSE:AMEAS
NasdaqGM:ESCA
TSEC:1736
ENXTAM:ACCEL
NasdaqGM:CYBI
NYSE:BC
NasdaqGM:JOUT
NYSE:NLS
NYSE:ELY
Projected 2012 Revenue Growth
20.0% 18.6% Median: 6.1%
18.0%
16.0%
14.0%
12.0% 11.0% 9.9%
10.0%
8.0% 6.1%
6.0% 6.0% 5.2% 4.9% 3.5%
4.0%
2.0% NA
0.0%
TSEC:1736
NYSE:NLS
NYSE:ELY
ENXTAM:ACCEL
HLSE:AMEAS
NasdaqGM:JOUT
NYSE:BC
NasdaqGM:CYBI
NasdaqGM:ESCA
Note: Cybex 2012 revenue growth
based on management projections
Projected 2012 EBITDA Growth
60.0%
56.8%
48.7%
Median: 28.0%
50.0%
40.0%
29.9%
30.0%
26.1%
20.0%
8.6%
7.3%
10.0%
NM
NA
0.0%
-10.0%
-7.2%
-20.0%
NYSE:NLS
TSEC:1736
NasdaqGM:JOUT
ENXTAM:ACCEL
HLSE:AMEAS
NYSE:BC
NasdaqGM:CYBI
NYSE:ELY
NasdaqGM:ESCA
Note: Cybex 2012 EBITDA growth based on management projections
CONFIDENTIAL 17 DUFF & PHELPS
Selected Public Companies
Selected Public Company
Change Table
June 25, 2012
Company Stock Price Enterprise Value EBITDA LTM NTM NTM+1 Revenue LTM NTM NTM+1 LTM Revenue Growth
LTM EBITDA Margin
MULTIPLES
EBITDA Revenue
LTM NTM NTM+1 LTM NTM
Accell Group NV
(ENXTAM:ACCEL) $ 14.47 $ 461 $ 44 $ 56 $ 60 $ 628 $ 667 $ 694 8.9% 7.1% 10.4 x 8.2 x 7.7 x 0.73 x 0.69 x
Amer
Sports Corp. (HLSE:AMEAS) € 8.80 € 1,479 € 175 € 186 € 211 € 1,922 € 1,994 € 2,104 5.8% 9.1% 8.4 x 8.0 x 7.0 x 0.77 x 0.74 x
Brunswick Corporation (NYSE:BC) $ 20.74 $ 2,113 $ 311 $ 343 $ 444 $ 3,736 $ 3,932 $ 4,156 5.4% 8.3% 6.8 x 6.2 x 4.8 x 0.57 x 0.54 x
Callaway Golf Co. (NYSE:ELY) $ 5.64 $ 412 $ 1 $ 61 $ 74 $ 886 $ 974 $ 1,022 -6.8% 0.1% NM 6.8 x 5.6 x 0.46 x 0.42 x
Escalade Inc. (NasdaqGM:ESCA) $ 5.60 $ 80 $ 14 NA NA $ 137 NA NA 10.8% 10.0% 5.9 x NA NA 0.58 x NA
Johnson Health Tech Co., Ltd. (TSEC:1736) TWD 64.30 TWD 13,970 TWD 1,355 TWD 2,039 TWD 2,309 TWD 14,173 TWD 16,166 TWD
17,098 17.8% 9.6% 10.3 x 6.9 x 6.0 x 0.99 x 0.86 x
Johnson Outdoors Inc. (NasdaqGM:JOUT) $ 18.14 $ 210 $ 24 $
35 NA $ 409 $ 429 NA 0.5% 6.0% 8.6 x 6.0 x NA 0.51 x 0.49 x
Nautilus Inc. (NYSE:NLS) $ 3.27 $ 80.27 $ 8 $ 12 $
18 $ 183 $ 200 $ 224 7.2% 4.5% 9.8 x 6.9 x 4.5 x 0.44 x 0.40 x
Cybex International Inc. (NasdaqGM:CYBI) $ 1.72
$ 51 $ 13 $ 12 $ 14 $ 146 $ 145 $ 150 14.5% 8.8% 4.0 x 4.3 x 3.8 x 0.35 x 0.35 x
Mean 6.2% 6.8% 8.6 x 7.0 x
5.9 x 0.63 x 0.59 x
Median 6.5% 7.7% 8.6 x 6.9 x 5.8 x 0.57 x 0.54 x
November 29, 2010
Company Stock Price Enterprise Value EBITDA LTM NTM NTM+1 Revenue LTM NTM NTM+1 LTM Revenue Growth
LTM EBITDA Margin
MULTIPLES
EBITDA Revenue
LTM NTM NTM+1 LTM NTM
Accell Group NV
(ENXTAM:ACCEL)1 $ 17.60 $ 446 $ 58 $ 63 $ 69 $ 582 $ 651 $ 686 3.0% 10.0% 7.7 x 7.0 x 6.5 x 0.77 x 0.68 x
Amer
Sports Corp. (HLSE:AMEAS) € 9.01 € 1,436 € 124 € 158 € 180 € 1,640 € 1,780 € 1,877 6.1% 7.6% 11.6 x 9.1 x 8.0 x 0.88 x 0.81 x
Brunswick Corporation (BC) $ 16.24 $ 1,537 $ 150 $ 277 $ 396 $ 3,332 $ 3,611 $ 4,043 12.7% 4.5% 10.2 x 5.6 x 3.9 x 0.46 x 0.43 x
Callaway Golf Co. (ELY) $ 7.74 $ 390 $ 41 $ 82 $ 104 $ 968 $ 1,006 $ 1,053 3.4% 4.3% 9.4 x 4.8 x 3.8 x 0.40 x 0.39 x
Escalade Inc. (ESCA) $ 5.32 $ 78 $ 13 NA NA $ 119 $ 128 $ 134 -1.2% 10.7% 6.2 x NA NA 0.66 x 0.61 x
Johnson Health Tech Co., Ltd. (TSEC:1736)1 TWD 44.60 TWD 10,109 TWD 950 TWD 1,455 TWD 1,575 TWD 11,224 TWD
13,058 TWD 15,681 7.5% 8.5% 10.6 x 6.9 x 6.4 x 0.90 x 0.77 x
Johnson Outdoors Inc. (JOUT) $ 12.21 $ 115 $ 22 $
29 NA $ 373 $ 394 $ 408 -0.1% 5.9% 5.2 x 4.0 x NA 0.31 x 0.29 x
Nautilus Inc. (NYSE:NLS) $ 1.53 $ 37 $ (8) $ 0
NA $ 168 $ 190 NA -15.6% -4.7% NM NM NA 0.22 x 0.19 x
Cybex International Inc. (NasdaqGM:CYBI) $ 1.36 $ 33 $ 6
$ 9 $ 9 $ 118 $ 125 $ 130 -5.7% 5.0% 5.6 x 3.9 x 3.7 x 0.28 x 0.26 x
Mean 2.0% 5.8% 8.7 x 6.2 x 5.7 x 0.57 x
0.52 x
Median 3.2% 6.8% 9.4 x 6.3 x 6.4 x 0.56 x 0.52 x
Change 6/25/2012 vs. 11/29/2010
Company Stock Price Enterprise Value EBITDA LTM NTM NTM+1 Revenue LTM NTM NTM+1 LTM Revenue Growth
LTM EBITDA Margin
MULTIPLES
EBITDA Revenue
LTM NTM NTM+1 LTM NTM
Accell Group NV
(ENXTAM:ACCEL)1 (17.8 %) 3.4 % (23.6 %) (11.6 %) (13.0 %) 8.0 % 2.4 % 1.1 % 5.9% -2.9% 2.7 x 1.2 x 1.2 x (0.03) x 0.01 x
Amer Sports Corp. (HLSE:AMEAS) (2.3 %) 3.0 % 41.5 % 17.4 % 17.4 % 17.2 % 12.0 % 12.1 % -0.3% 1.6% (3.2) x (1.1) x (1.0) x (0.11) x (0.06) x
Brunswick Corporation (BC) 27.7 % 37.5 % 106.5 % 24.0 % 12.3 % 12.1 % 8.9 % 2.8 % -7.3% 3.8% (3.4) x 0.6 x 0.9 x 0.10 x
0.11 x
Callaway Golf Co. (ELY) (27.1 %) 5.5 % (98.7 %) (25.4 %) (28.8 %) (8.5 %) (3.1 %) (2.9 %) -10.2% -4.2%
NA 2.0 x 1.8 x 0.06 x 0.03 x
Escalade Inc. (ESCA) 5.3 % 2.6 % 7.8 % NA NA 15.4 % NA NA 11.9% -0.7% (0.3) x NA
NA (0.07) x NA
Johnson Health Tech Co., Ltd. (TSEC:1736)1 44.2 % 38.2 % 42.6 % 40.2 % 46.7 % 26.3 % 23.8 % 9.0
% 10.3% 1.1% (0.3) x (0.1) x (0.4) x 0.09 x 0.09 x
Johnson Outdoors Inc. (JOUT) 48.6 % 83.1 % 10.1 % 21.6 % NA
9.7 % 8.8 % NA 0.6% 0.0% 3.4 x 2.0 x NA 0.21 x 0.20 x
Nautilus Inc. (NYSE:NLS) 113.7 % 118.3 % (203.0 %) NM NA
8.9 % 5.4 % NA 22.7% 9.2% NA NA NA 0.22 x 0.21 x
Cybex International Inc. (NasdaqGM:CYBI) 26.5 % 55.1 % 120.0
% 41.2 % 49.9 % 24.2 % 16.0 % 15.4 % 20.2% 3.8% (1.7) x 0.4 x 0.1 x 0.07 x 0.09 x
Mean 24.0 % 36.5 % (14.6 %)
11.0 % 6.9 % 11.1 % 8.3 % 4.4 % 4.2% 1.0% (0.2) x 0.8 x 0.5 x 0.06 x 0.08 x
Median 16.5 % 21.5 % 8.9 % 19.5 %
12.3 % 10.9 % 8.8 % 2.8 % 3.2% 0.6% (0.3) x 0.9 x 0.9 x 0.07 x 0.09 x
Note: Cybex 2012 and 2013 figures are
based on management forecasts
1Stock Price Adjusted for Stock Dividend
CONFIDENTIAL 18 DUFF & PHELPS
Selected M&A Transactions
n
Selected M&A Transactions
Selected M&A Transactions
($ in millions) Enterprise LTM LTM EBITDA EV/ LTM EV/ LTM
Date Target Buyer Business Description - Target
Value Revenue EBITDA Margin EBITDA Revenue
6/21/2012 Senoh Corporation Mizuno
Manufactures and sells hard-ware sports and exercise equipment
$99.5 $120.8 NA NA NA 0.82x
6/13/2012 Cascade
Helmets Holdings
Bauer Performance Sports Designs, manufactures, and sells helmets and eyewear products for
$80.6 $21.9 $5.6 25.8% 14.3x 3.69x
use in lacrosse and field hockey markets
3/18/2012 Adams Golf Taylor Made Golf Company Designs, assembles, and distributes golf clubs for various skill levels
$70.4 $96.5 $7.3 7.6% 9.6x 0.73x
primarily in the United States and internationally
9/21/2011 Derby Cycle Pon Holding Germany GmbH
Engages in the development, production, and sale of bicycles in
$285.0 $330.9 $27.7 8.4% 10.3x 0.86x
Germany and
internationally
5/19/2011 Acushnet Company Fila Korea, Mirae Asset Manufactures and markets golf balls, clubs,
shoes, gloves, bags,
$1,225.0 $1,200.0 NA NA NA 1.02x
Financial and others
outerwear, socks, and accessories
1/18/2011 Yes!
Golf Adams Golf Manufactures and sells golf putters and accessories for professionals
$1.5 $2.4 NA NA NA 0.63x
and amateur golfers
10/20/2010 Kasco Corporation Mamiya-OP Co. Provides golf equipment $28.4 $53.6 NA NA NA 0.53x
3/15/2010 Sports Supply Group Andell Holdings
$184.0 $256.5 $24.2 9.4% 7.6x 0.72x
Manufacturers, markets, and distributes sporting goods equipment,
physical education, and recreational and leisure products
1/13/2010 PBM Fitness Johnson Health Tech
Engages
in the design and manufacture of fitness equipment for
$2.8 $0.5 NA NA NA NM
various commercial facilities
12/21/2009 Powabyke Metroelectric
Designs,
manufactures, and markets electrical bicycles, tricycles, and
$1.9 $1.0 NA NA NA 1.85x
folders
7/15/2009 Iron Horse Bicycle Company Dorel Industries Inc.
Manufactures and provides bicycles
$5.2 $25.0 NA
NA NA 0.21x
9/5/2008 Amer Sports Bulgaria Amer Sports Corp.
Manufactures alpine and Nordic skis and snowboards
$7.1 $7.1 NA NA NA 1.00x
8/25/2008 Skis Rossignol Chartreuse & Mont Blanc
Designs and produces hard and soft goods for the winter and summer
$50.8 $381.8 NA NA NA 0.13x
seasons
6/26/2008 PTI Sports Pacific Cycle, Inc.
Engages in designing, manufacturing, and distributing bicycle parts,
$28.1 $65.0 $5.0 7.7% 5.6x 0.43x
helmets, and
other accessories
2/21/2008 Bauer Hockey Kohlberg & Company
Designs, manufactures, and markets ice and roller hockey equipment,
$188.8 $160.0 NA NA NA 1.18x
and fitness and recreational skates
Mean 11.8%
9.5x 0.99x Median 8.4% 9.6x 0.78x
CONFIDENTIAL 19 DUFF & PHELPS
4. Recent Financial Performance
Recent Financial Performance
n
Historical Financial Performance Summary
Historical Financial
Performance
($ in thousands) 3-Year 5-Year
2006A 2007A 2008A 2009A 2010A 2011A
1Q12 LTM CAGR CAGR
Total Sales $126,924 $146,503
$147,929 $120,474 $122,961 $140,130 $146,379 (1.8%) 2.0%
Growth NA 15.4% 1.0% (18.6%) 2.1% 14.0% NA
Gross Profit $48,955 $53,548 $51,527 $39,782 $48,107 $53,529 $54,494
Margin 38.6% 36.6% 34.8% 33.0% 39.1% 38.2% 37.2%
EBITDA $13,178 $12,501 $10,722 $3,719 $7,431 $12,937 $12,931 6.5% (0.4%)
Margin 10.4% 8.5% 7.2% 3.1% 6.0% 9.2% 8.8%
Growth
NA (5.1%) (14.2%) (65.3%) 99.8% 74.1% NA
Net Income1 $20,054 $9,754 $2,159 ($2,437) $420 $4,087 $3,917
Margin 15.8% 6.7% 1.5% (2.0%) 0.3% 2.9% 2.7%
Capital Expenditures $4,151 $24,947 $7,436 $613 $2,240 $3,073 $3,443
as % of Sales 3.3% 17.0% 5.0% 0.5% 1.8% 2.2% 2.4%
1 Excludes one-time items
Source: Audited
Financials and Management
Historical Financial Performance
($ in millions)
$200.0 $180.0 $160.0 $140.0 $120.0 $100.0 $80.0 $60.0 $40.0 $20.0 $0.0
$13.2 $126.9 2006A
$12.5 $146.5 2007A
$10.7 $147.9 2008A
$3.7 $120.5 2009A
$7.4 $123.0 2010A
$12.9 $140.1 2011A
$12.9 $146.4 1Q12 LTM
$14.0 $12.0 $10.0 $8.0 $6.0
$4.0 $2.0 $0.0
CONFIDENTIAL 21 DUFF & PHELPS
Recent Financial Performance
Budget vs. Actual
($ in thousands)
2010 2011
Actual Budget Difference Actual Budget
Difference
Total Sales $122,961 $120,038 $2,923 $140,130 $124,998 $15,132
Growth 2.1% (0.4%) 2.4% 14.0% 1.7% 12.3%
Gross Profit $48,107 $46,766 $1,341 $53,529 $48,179 $5,350
Margin 39.1% 39.0% 0.2% 38.2% 38.5% (0.3%)
EBITDA
$7,431 $8,120 ($689) $12,937 $8,905 $4,032
Margin 6.0% 6.8% (0.7%) 9.2% 7.1% 2.1%
Growth 99.8% 118.3% (18.5%) 74.1% 19.8% 54.3%
Net Income1 $420 $1,028 ($608) $4,087 $1,439 $2,648
Margin 0.3% 0.9% (0.5%) 2.9% 1.2% 1.8%
1 Excludes one-time items
Source: Audited
Financials and Management
1Q12 vs. 1Q11
($ in thousands)
1st Quarter
2012A 2011A Difference
Total Sales $37,259 $31,011 $6,248
Gross Profit $13,128 $12,162 $966
Margin 39.1%
39.2% (0.1%)
EBITDA $1,966 $1,973 ($7)
Margin 6.0% 6.4% (0.3%)
Net Income1 $563 $734 ($171)
Margin 0.3% 2.4%
(2.0%)
1 Excludes one-time items
Source: Audited Financials and Management
CONFIDENTIAL 22 DUFF & PHELPS
Cybex International, Inc. (MM) (NASDAQ:CYBI)
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