Merger DBDR

CompoSecure to Merge With Roman DBDR Tech Acquisition Corp.

, Business Wire

Roman DBDR Tech Acquisition Corp. (NASDAQ: DBDR), a special purpose acquisition company, announced today that they have entered into a definitive merger agreement with CompoSecure Holdings, L.L.C., a leading provider of premium financial payment cards and emergent provider of cryptocurrency storage and security solutions. Upon closing of the transaction, the combined company will operate as CompoSecure, Inc. and plans to trade on the Nasdaq stock market. The transaction reflects a pro forma enterprise value for the Company of approximately $1.2 billion.

Founded in 2000, CompoSecure is a pioneer and category leader in premium payment cards and an emergent provider of cryptocurrency and digital asset storage and security solutions. The company focuses on serving the affluent customers of payment card issuers worldwide using proprietary production methods that meet the highest standards of quality and security. The company offers secure, innovative, and durable proprietary products that implement leading-edge engineering capabilities and security. CompoSecure’s mission is to increase clients’ brand equity in the marketplace by offering products and solutions which differentiate the brands they represent, thus elevating cardholder experience.

CompoSecure and Roman DBDR will merge with a pro forma combined enterprise value of approximately $1.2 billion. The cash components of the transaction consideration to CompoSecure’s equity holders will be funded by Roman DBDR’s cash in trust of approximately $236 million (assuming no redemptions) as well as a $175 million private placement financing of 7.00% exchangeable unsecured notes and common equity from institutional investors, led by funds and accounts managed by BlackRock and Highbridge Capital Management, which will close concurrently with the merger.

The $130 million of exchangeable unsecured notes have a five year maturity and have a conversion price of $11.50, representing a 15% premium to the purchase price of the common shares. The balance of the consideration to CompoSecure’s equity holders will consist of equity in the pro forma Company. CompoSecure’s current equity holders will own approximately 60% of the pro forma company immediately after closing, assuming no redemptions.

Financial Technology Partners and FTP Securities ("FT Partners") served as strategic and financial advisor to CompoSecure. J.P. Morgan Securities LLC and The Klein Group, LLC are acting as financial advisors to Roman DBDR. Goodwin Procter LLP is acting as legal counsel to Roman DBDR. Morgan, Lewis & Bockius LLP is acting as legal counsel to CompoSecure. ICR LLC is acting as investor relations advisor. J.P. Morgan Securities LLC, Barclays and B. Riley Securities served as placement agents with respect to the private placement. B. Riley Securities is acting as capital markets advisor to Roman DBDR. Simpson Thacher served as counsel to the placement agents.

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