OneWater Marine Inc. (NasdaqGM:ONEW) entered into an agreement to acquire Ocean Bio-Chem, Inc. (NasdaqCM:OBCI) from Peter G. Dornau, Gregor M. Dornau and others for approximately $120 million on June 21, 2022. Each share of Ocean Bio-Chem Common Stock issued and outstanding will be converted into the right to receive $13.08 in cash. OneWater Marine and Truist Bank have entered into a debt commitment letter, dated June 21, 2022 pursuant to which Truist committed to provide Parent with debt financing in an aggregate principal amount of $125 million. Upon termination of the merger agreement under specified circumstances, Ocean Bio-Chem will be required to pay OneWater Marine a termination fee of approximately $3.38 million. The Merger Agreement further provides that OneWater Marine will be required to pay the Ocean Bio-Chem a reverse termination fee of $5 million under certain other circumstances. Upon consummation of the transaction, the shares of Ocean Bio Common Stock will be delisted from the Nasdaq Stock Market LLC and deregistered under the Securities Exchange Act of 1934, as amended.

The consummation of the merger is subject to customary closing conditions, including (i) receiving the approval of holders of a majority of the voting power of the outstanding Ocean Bio-Chem Common Stock, (ii) the absence of legal restraints preventing the consummation of the Merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iv) the payoff of certain indebtedness of the Company and (v) the closing or satisfaction or waiver of the closing conditions of transactions in which Peter G. Dornau, the Chairman of the Board, President and Chief Executive Officer of Ocean Bio-Chem, and Dornau's wife, will, pursuant to an equity purchase agreement entered into in connection with the merger agreement, sell to an affiliate of OneWater Marine all of the issued and outstanding shares of common stock of Star Brite Europe, Inc. for an aggregate purchase price of $7 million, subject to certain adjustments and an entity of which Peter Dornau is the sole managing member will, pursuant to a real estate sales contract entered into in connection with the Merger Agreement, sell to an affiliate of OneWater Marine certain real property, consisting of the Company's executive offices and warehouse facilities in Fort Lauderdale, Florida, for a purchase price of $3.6 million, subject to certain adjustments and regulatory approvals. The Board of Directors of Ocean Bio-Chem has unanimously approved the transaction and have determined that it is in the best interests of and beneficial to Ocean Bio-Chem and its shareholders. As of August 8, 2022, all the closing conditions with respect to the transaction, other than those closing conditions that can only be met at closing, have been met. Closing of the Merger is expected to occur during the quarter ending September 30, 2022. As of August 8, 2022, the transaction is expected to close on August 9, 2022.

Houlihan Lokey Capital, Inc. acted as the financial advisor to the Special Committee of Ocean Bio-Chem and also provided fairness opinion. Aaron Dixon of Alston & Bird LLP acted as the legal advisor to Houlihan Lokey. Robert B. Harwell and Jim Lawless of Butler Snow LLP acted as the legal advisors to OneWater Marine. Stephen M. Gill and Katherine Terrell Frank of Vinson & Elkins LLP acted as the legal advisors to OneWater Marine. Justin W. Chairman, Adam Prince, Harry Robins, Justin Cupples, Paul Gordon and Kathleen Martin of Morgan, Lewis & Bockius LLP acted as the legal advisors to Ocean Bio-Chem.

OneWater Marine Inc. (NasdaqGM:ONEW) completed the acquisition of Ocean Bio-Chem, Inc. (NasdaqCM:OBCI) from Peter G. Dornau, Gregor M. Dornau and others on August 6, 2022. Pursuant to the terms of the merger agreement, each member of the board of directors of OBCI resigned immediately prior to the Effective Time, and all officers resigned from each of their respective positions as officers of the Company. Following completion of the Merger, Philip Austin Singleton, Jr. was elected to the board of directors and to the position of President of OBCI and will be the Company's principal executive officer.