CLEARWATER, Fla., March 16, 2011 (GLOBE NEWSWIRE) -- BlastGard International, Inc. (OTCBB:BLGA) ("BlastGard" or the "Company"), the creator of blast-mitigation products and services, is pleased to announce that it has completed the acquisition of HighCom Security, Inc. ("HighCom") as announced on March 10, 2011. BlastGard filed a Form 8-K on February 2 announcing that it had entered into a Letter of Intent ("LOI") with HighCom. On March 4, 2011, among other changes, the LOI was amended so that the LOI constituted the definitive stock purchase agreement and as a result the Company issued 9,820,666 shares of its common stock and promissory notes totaling $196,400 in exchange for 1,150 shares of the outstanding 1,171 shares of HighCom common stock, equivalent to 98.2% of the outstanding HighCom shares. Upon signing of the agreement, BlastGard immediately assumed the operations of HighCom and started to provide financing for the operations. BlastGard also agreed to an earn-out consisting of up to $100,000 in cash and up to 35,000,000 shares of common stock based on a pro-rata basis if revenue reaches certain goals. BlastGard management believes that the revenues goals are very achievable and have valued the contingent consideration at 68% of the market price at the time of the agreement.
Michael Gordon, CEO of BlastGard stated, "We are really excited about bringing these two companies together. Their synergies will create immense opportunities to penetrate the targeted military and homeland security market sectors worldwide. In addition, combining our respective knowledge, materials and technologies will generate further exciting and efficient new blast mitigating and ballistic products. HighCom is a perfect fit with its team of industry-leading specialists who address tactical needs by leveraging cutting edge technology. HighCom currently has $1.75 million in pending orders and is in the final quote process relating to an additional $16+ million for 2011. Although there can be no guarantee of success for this Request for Quote, management is confident that this longstanding customer will support our bid. The Company also has other pending orders from various customers to purchase meaningful volumes of HighCom's products, starting with April 2011 production. HighCom's revenue for 2010, 2009 and 2008 collectively was approximately $27,000,000, with 2010 contributing in excess of $5.5 million (unaudited) in sales."
About HighCom Security, Inc.
HighCom Security, Inc. is a worldwide security equipment provider based in San Francisco, California. HighCom designs, manufactures and distributes a unique range of leading security products and personal protective gear with a focus on customer needs. HighCom's management team has over 25 years of experience in the defense and law enforcement sectors with specific knowledge in tactical armor. The company tailors ballistic protection solutions to specific customer requirements and tactical needs by leveraging cutting edge technology and serves a wide range of customers throughout the world including Asia, Africa, Europe, Latin America and the Middle East. HighCom's North American customer base includes the Department of Defense and the Department of Homeland Security. It also caters to local law enforcement agencies, correctional facilities and municipal authorities, as well as large corporations. HighCom Security is an accredited ISO 9001:2000 company, a certified GSA vendor, and a certified small business and licensed CMAS contractor in the state of California. Additional information on HighCom can be found at http://www.highcomsecurity.com.
About BlastGard International, Inc.
BlastGard International, Inc. creates, designs, develops, manufactures and markets proprietary blast mitigation materials. The Company's patent-pending BlastWrap® technology effectively mitigates blast effects and suppresses post-blast fires. This unique technology can be used to create new, finished products or be used to retrofit to existing products. While the need for this technology has always been present, the security and safety concerns resulting from the September 11, 2001 acts and the subsequent development of Homeland Security make the timing of the Company's emergence even more important. The Company's core market focus is on blast effects mitigation for the commercial sector, military, law enforcement and government agencies. BlastWrap® is based upon well-defined principles and suppresses blast pressures by 50% or more. BlastWrap® products are made from two flexible films arranged one over the other and joined by a plurality of seams filled with attenuating filler material (volcanic glass bead or other suitable two-phase materials), configurable (designed for each application) with an extinguishing coating that offers a revolutionary blast protection system against Blast & Fire/burn threats. BlastWrap® is a blast mitigation assembly that can be wrapped around or conform to any shape. BlastWrap® is a concept (not a chemical compound) from which blast protection products are built to save lives and reduce damage to valuable assets from explosions. Additional information on BlastGard can be found at http://www.blastgardintl.com.
"Safe Harbor'' statement under the Private Securities Litigation Reform Act of 1995: Except for historical information, all of the statements, expectations and assumptions contained in the foregoing are forward-looking statements that involve a number of risks and uncertainties. It is possible that the assumptions made by management are not necessarily the most likely and may not materialize. In addition, other important factors that could cause actual results to differ materially include the following: the Company's ability to market its products; the Company's ability to obtain additional funding; the Company's ability to obtain regulatory approvals on new products, the general economy; competitive factors; ability to attract and retain personnel; the price of the Company's stock; and other risk factors. The Company takes no obligation to update or correct forward-looking statements.