Fox-Racing-Logo-3-6-14SCOTTS VALLEY, Calif., March 6, 2014 — Fox Factory Holding Corp. (Nasdaq:FOXF) (“FOX” or the “Company”) today announced it has entered into a definitive agreement to acquire the assets of Sport Truck USA (“Sport Truck”), a full service, globally recognized distributor of aftermarket suspension solutions. Sport Truck primarily designs, markets, and distributes high quality lift kit solutions through its brands, BDS Suspension and Zone Offroad Products.

BDS Suspension offers complete, premium lift kit solutions that are distributed through knowledgeable four-wheel drive shops with the goal of making the purchasing process as easy as possible for consumers. Zone Offroad Products offers entry-level lift kit solutions of the same quality as the more full-featured BDS kits, providing complimentary product lines to dealers and consumers.

“The acquisition of Sport Truck’s business is well-aligned with our mission of improving vehicle performance, delivering best-in-class service, and entering into strategic adjacent markets,” stated Larry L. Enterline, FOX’s Chief Executive Officer. “We continue to believe the powered vehicle market represents an attractive, long-term growth opportunity for us and that Sport Truck will continue on its path of strong growth as they leverage our global marketing, engineering, distribution, and supply chain resources.”

Steve Olmstead, President and CEO of Sport Truck USA commented, “We are excited to be joining the FOX team and believe the expected synergies between us will enable Sport Truck to more effectively design and optimize lift kit packages and quickly broaden our combined customer base utilizing FOX’s infrastructure to efficiently deliver aftermarket truck suspension products and services.”

FOX will acquire Sport Truck in an asset purchase transaction for approximately $44 million due at closing. The transaction is being financed with debt and includes a potential earn-out opportunity of up to a maximum of $29.3 million payable over the next three years contingent upon the achievement of certain performance based financial targets. In 2013, Sport Truck generated approximately $34 million in net sales and adjusted EBITDA of approximately $7 million based upon Sport Truck’s unaudited historical financial statements. The transaction is expected to be slightly accretive to FOX’s full year fiscal 2014 earnings excluding transaction costs with the majority of the financial benefit to be realized in full year fiscal 2015. The Company plans to provide updated full year fiscal 2014 earnings guidance upon transaction close. The Company anticipates the transaction to close by the end of March 2014.

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