DMC Global Sells NobelClad for $100M

TL;DR

DMC Global selling NobelClad for $100M to focus on core biz.

AI Summary

DMC Global Inc. announced on June 5, 2024, that it has entered into a definitive agreement to sell its NobelClad business to an affiliate of The Gores Group for $100 million. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This divestiture is part of DMC Global's strategy to focus on its core businesses.

Why It Matters

This sale allows DMC Global to streamline its operations and concentrate on its remaining businesses, potentially leading to improved financial performance and strategic focus.

Risk Assessment

Risk Level: medium — The sale is subject to customary closing conditions, and the strategic shift may present integration challenges or unforeseen market reactions.

Key Numbers

• $100 million — Sale Price (Proceeds from the sale of NobelClad)

Key Players & Entities

• DMC Global Inc. (company) — Seller
• NobelClad (company) — Business being sold
• The Gores Group (company) — Buyer
• $100 million (dollar_amount) — Sale price
• June 5, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.05 — ange on which registered Common Stock, $0.05 Par Value BOOM The Nasdaq Global Select
• $75.00 — ("Participating Preferred Stock"), for $75.00 (the "Exercise Price"), subject to adju
• $0.01 — e then outstanding Rights at a price of $0.01 per Right (the "Redemption Price"), as
• $10.00 — e dividends equal to the greater of (a) $10.00 and (b) subject to certain provisions f

Filing Documents

• boom-20240605.htm (8-K) — 59KB
• a31certificateofdesignation.htm (EX-3.1) — 43KB
• ex41dmcglobalinc-stockhold.htm (EX-4.1) — 322KB
• a991pressrelease.htm (EX-99.1) — 11KB
• image_0.jpg (GRAPHIC) — 10KB
• 0000034067-24-000103.txt ( ) — 656KB
• boom-20240605.xsd (EX-101.SCH) — 2KB
• boom-20240605_lab.xml (EX-101.LAB) — 23KB
• boom-20240605_pre.xml (EX-101.PRE) — 13KB
• boom-20240605_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 5, 2024, the Board of Directors (the "Board") of DMC Global Inc., a Delaware corporation (the "Company"), adopted the Stockholder Protection Rights Agreement, dated as of June 5, 2024 (the "Rights Agreement") between the Company and Computershare Trust Company, N.A., as Rights Agent (the "Rights Agent"), and declared a dividend of one right (a "Right") in respect of each share of the Company's common stock, $0.05 par value per share ("Common Stock"), held of record as of the Close of Business (as defined in the Rights Agreement) on June 17, 2024 (the "Record Time") payable in respect of each such share at the Record Time. As provided in the Rights Agreement, one Right will be issued in respect of each share of Common Stock issued after the Record Time and prior to the Separation Time (as hereinafter defined). Each Right initially represents the right to purchase one one-thousandth of a share of Series B Participating Preferred Stock ("Participating Preferred Stock"), for $75.00 (the "Exercise Price"), subject to adjustment and upon such terms and subject to the conditions set forth in the Rights Agreement. The Rights generally restrict any person or group from acquiring Beneficial Ownership (as defined in the Rights Agreement) of 10% (or 20% in the case of a Passive Investor) (as defined in the Rights Agreement) or more of the outstanding shares of Common Stock (including, without duplication, the number of shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities), or, in the case of any person or group that owns 10% (or 20% in the case of a Passive Investor) or more of the outstanding shares of Common Stock on the date of announcement of the Company's entry into the Rights Agreement, an additional 0.1% of the outstanding shares of Common Stock. The Company, its subsidiaries, employee benefit plans of the Company or any of its subsidiaries, and any

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement, on June 5, 2024, the Board approved a Certificate of Designation, Preferences and Rights (the "Certificate") for the purpose of specifying the preferences, limitations and relative rights of the Participating Preferred Stock. Shares of Participating Preferred Stock will not be redeemable. Each whole share of Participating Preferred Stock would be entitled to cumulative dividends equal to the greater of (a) $10.00 and (b) subject to certain provisions for adjustment set forth in the Certificate, one thousand times the aggregate per share amount (payable in kind) of all cash dividends or other distributions and one thousand times the aggregate per share amount of all non-cash dividends or other distributions (other than (i) a dividend payable in shares of Common Stock or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date (as defined in the Certificate), or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Participating Preferred Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of Participating Preferred Stock will be entitled to a minimum preferential payment per share of Participating Preferred Stock equal to the greater of (a) $10.00 per share (plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment), and (b) an aggregate amount per share, subject to certain provisions for adjustment set forth in the Certificate, equal to one thousand times the aggregate amount to be distributed per share to holders of Common Stock. Each share of Participating Preferred Stock will have one thousand votes, voting toge

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Designation, Preferences and Rights, dated June 5, 2024. 4.1 Stockholder Protection Rights Agreement, dated as of June 5, 2024, between DMC Global Inc. and Computershare Trust Company, N.A., as Rights Agent, including as Exhibit A the forms of Rights Certificate and Election to Exercise and as Exhibit B the Certificate of Designation, Preferences and Rights. 99.1 Press release, dated June 6, 2024, issued by the Company. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DMC Global Inc. Dated: June 6, 2024 By: /s/ Michelle Shepston Michelle Shepston Executive Vice President, Chief Legal Officer and Secretary

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