WD-40 acquires Brazilian distributor Theron Marketing for ~$6.9M cash

WD 40 CO

Acquired all outstanding shares of Theron Marketing Ltda. for approx. $6.9M USD cash, subject to 90-day post-closing adjustment.
Theron had been exclusive WD-40 distributor in Brazil for 27 years; acquisition enables immediate direct distribution in Brazil.
Three-year Transition Services Agreement with M12 (seller's related party) for logistics; minimum fees total ~$2.1M.
Non-compete provision (3 years) and non-solicit provision (1 year) included in the purchase agreement.
Acquisition included in FY2024 outlook; additional details to be shared with Q2 fiscal 2024 earnings on April 9, 2024.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

WD 40 CO entered into Quota Purchase Agreement with M12 Participações Empresariais S.A. valued at approximately $6.9 million USD (effective 2024-03-04).

Action: entry
Agreement: asset purchase
Counterparty: M12 Participações Empresariais S.A.
Value: approximately $6.9 million USD
Effective: 2024-03-04

Exact text from the filing

On March 4, 2024 (“Closing Date”), WD-40 Holding Company Brasil Ltda. (“Buyer”), a wholly-owned subsidiary of WD-40 Company (“Company”), acquired all of the issued and outstanding capital stock of Brazilian distributor, Theron Marketing Ltda. (“Theron”), from M12 Participações Empresariais S.A. (“Seller”) in a cash-for-stock transaction. The approximate purchase price of $6.9 million USD is subject to a 90-day post closing adjustment.

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Source: SEC EDGAR

accession 0000105132-24-000014

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