Marine Products (MPX) details disclosures for proposed acquisition by MasterCraft Boat Holdings

Rhea-AI Filing Summary

Marine Products Corporation has issued a communication related to the proposed acquisition of Marine Products by MasterCraft Boat Holdings, Inc., referencing a LinkedIn announcement. The message is framed as a Rule 425 and Rule 14a-12 filing tied to that transaction.

The communication consists largely of a detailed cautionary note on forward-looking statements, listing numerous risks that could affect MasterCraft, Marine Products, the combined company, and the boating industry, including deal completion risk, integration challenges, litigation, economic conditions, and changing consumer behavior.

Marine Products explains that MasterCraft intends to file a Form S-4 registration statement with a joint proxy statement/prospectus for both companies’ stockholders and urges investors to read those materials when available, which will be accessible free of charge via the SEC and each company’s investor relations websites. It also identifies that both companies and their directors and executive officers may be deemed participants in proxy solicitations and clarifies that this communication is not an offer or solicitation to buy or sell securities.

Insights

M&A and securities disclosure analyst

Marine Products outlines legal disclosures for its proposed acquisition by MasterCraft and directs investors to future proxy materials.

The communication confirms a proposed acquisition of Marine Products by MasterCraft Boat Holdings and serves mainly as a legal and regulatory notice. It emphasizes that a Form S-4 registration statement with a joint proxy statement/prospectus will be filed for stockholder review and voting.

The text devotes substantial space to forward-looking statement caveats and an extensive risk list, including deal termination, integration complexity, litigation, macroeconomic pressures, and product liability concerns. These are standard for a sizeable strategic transaction and do not themselves introduce new, quantified financial information.

For investors, the key practical point is that the economic terms and detailed rationale for the combination will appear in the forthcoming Joint Proxy Statement/Prospectus. Voting and investment decisions are explicitly tied to that future document rather than this preliminary communication, which is largely procedural and cautionary in nature.

Filed by Marine Products Corporation

Pursuant to Rule 425 under the Securities Act of 1933 

and deemed to be filed pursuant to Rule 14a-12 

under the Securities Exchange Act of 1934 

Subject Company: Marine Products Corporation

Commission File No.: 001-16263

The following communications were made by Marine Products Corporation (“Marine Products”) in connection with the proposed acquisition of Marine Products by MasterCraft Boat Holdings, Inc.

LinkedIn Post

 

https://www.linkedin.com/posts/chaparral-boats_we-are-excited-to-announce-that-marine-products-activity-7425538887969759233-aOZJ?utm_source=share&utm_medium=member_desktop&rcm=ACoAADABIskBQUsnia_RPHfwTBCUv6jgJ7w2Mi4

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this communication are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause MasterCraft’s, Marine Products’ or the combined company’s actual results, levels of activity, performance, or achievements or those of the boating industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like “may,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “believe,” “project,” “estimate,” “intend,” “plan,” “pro forma,” or any variations or other comparable terminology.

Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive merger agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the definitive merger agreement; the risk that the conditions to the completion of the proposed transactions are not satisfied in a timely manner or at all; the possibility that competing offers or transaction proposals may be made; the risks arising from the integration of the MasterCraft and Marine Products businesses; the risk that the anticipated benefits and synergies of the proposed transactions may not be realized when expected or at all and that the proposed transactions may not be completed in a timely manner or at all; the risk of unexpected costs or expenses resulting from the proposed transactions; the risk of litigation related to the proposed transactions, including resulting expense or delay; the risks related to disruption to ongoing business operations and diversion of management’s time as a result of the proposed transactions; the risk that the proposed transactions may have an adverse effect on the ability of MasterCraft and Marine Products to retain key personnel, dealers and suppliers; the risk that the credit ratings of the combined company declines following the proposed transactions; the risk that the announcement or the consummation of the proposed transactions has a negative effect on the market price of the capital stock of MasterCraft and Marine Products or on MasterCraft’s and Marine Products’ operating results; the risk of product liability litigation or government or regulatory action, including related to product liability claims; the risk of product efficacy or safety concerns resulting in product recalls or regulatory action; risks relating to inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and other constraints on trade affecting the countries where MasterCraft and Marine Products operate and the resulting negative impacts on each company’s supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics, epidemics, or other disease outbreaks, the prices and availability of MasterCraft’s and Marine Products’ raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including dealers, suppliers and financial institutions with which MasterCraft’s and Marine Products’ do business), impairment of goodwill and intangible assets and projections of operating results and other factors that may affect impairment testing; changes in customer preferences; severe weather conditions; regional instabilities and hostilities; potential competitive pressures on selling prices for the products of MasterCraft and Marine Products; general economic and political conditions globally and in the markets in which MasterCraft and Marine Products do business; the ability to maintain key dealer relationships, competition, including technological advances, new products, and intellectual property attained by competitors; challenges inherent in new product research and development; uncertainty of commercial success for new and existing products and digital capabilities; challenges to intellectual property protections; the ability of MasterCraft and Marine Products to successfully execute business development strategy and other strategic plans; changes to applicable laws and regulations and other requirements imposed by stakeholders; and changes in behavior and spending patterns of consumers.

These and other important factors discussed under the caption “Risk Factors” in MasterCraft’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on August 27, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, and Marine Products’ Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings made with the SEC, in each case could cause actual results to differ materially from those indicated by the forward-looking statements. The discussion of these risks is specifically incorporated by reference into this communication.

Any such forward-looking statements represent estimates as of the date of this communication. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this communication. Marine Products undertakes no obligation (and expressly disclaims any obligation) to update or supplement any forward-looking statements that may become untrue or cause our views to change, whether because of new information, future events, changes in assumptions or otherwise. Comparisons of results for current and prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Additional Information and Where to Find It

In connection with the proposed transactions, MasterCraft intends to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of MasterCraft common stock to be issued in the proposed transactions and a joint proxy statement/prospectus for MasterCraft’s and Marine Products’ respective stockholders (the “Joint Proxy Statement/Prospectus”). The definitive joint proxy statement (if and when available) will be mailed to stockholders of MasterCraft and Marine Products. Each of MasterCraft and Marine Products may also file with or furnish to the SEC other relevant documents regarding the proposed transactions. This communication is not a substitute for the Registration Statement, the Joint Proxy Statement/Prospectus or any other document that MasterCraft and Marine Products may mail to their respective stockholders in connection with the proposed transactions.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTIONS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT MASTERCRAFT, MARINE PRODUCTS AND THE PROPOSED TRANSACTIONS.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from MasterCraft at its website, www.mastercraft.com, or from Marine Products at its website, www.marineproductscorp.com. Documents filed with the SEC by MasterCraft will be available free of charge by accessing the investor section of MasterCraft’s website, www.investors.mastercraft.com, or, alternatively, by directing a request by email to MasterCraft at investorrelations@mastercraft.com and documents filed with the SEC by Marine Products will be available free of charge by accessing Marine Products’ website at www.marineproductscorp.com under the heading Investor Relations or, alternatively, by directing a request by email to Marine Products at jlarge@marineproductscorp.com.

Participants in the Solicitation

MasterCraft, Marine Products and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of MasterCraft and Marine Products in connection with the proposed transactions under the rules of the SEC. Information about MasterCraft’s directors and executive officers is available in MasterCraft’s proxy statement dated September 15, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of MasterCraft common stock by the directors and executive officers of MasterCraft have changed from the amounts of MasterCraft common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001638290). Information about Marine Products’ directors and executive officers is available in Marine Products’ proxy statement dated March 12, 2025 for its 2025 Annual Meeting of Stockholders (available here). To the extent holdings of Marine Products common stock by the directors and executive officers of Marine Products have changed from the amounts of Marine Products common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC (available at https://www.sec.gov/cgi-bin/own-disp?action=getissuer&CIK=0001129155). Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the Joint Proxy Statement/Prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the SEC’s website at www.sec.gov or from MasterCraft or Marine Products using the sources indicated above.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

FAQ

What transaction involving Marine Products (MPX) is described in this communication?

The communication relates to a proposed acquisition of Marine Products Corporation by MasterCraft Boat Holdings, Inc.. It references a LinkedIn announcement and provides required securities-law disclosures around that pending transaction, including risk factors and upcoming proxy and registration materials.

What future SEC filings are planned for the Marine Products (MPX) and MasterCraft transaction?

MasterCraft intends to file a Form S-4 registration statement, which will include a prospectus for MasterCraft shares and a joint proxy statement/prospectus for both companies’ stockholders. The definitive joint proxy statement, if available, will be mailed to stockholders.

Where can Marine Products (MPX) investors access documents about the proposed MasterCraft acquisition?

Investors can obtain documents free of charge from the SEC’s website at www.sec.gov, from MasterCraft’s investor site at www.investors.mastercraft.com, and from Marine Products’ investor relations section at www.marineproductscorp.com, or by emailing the investor contacts listed in the communication.

What risks does Marine Products highlight regarding the proposed MasterCraft acquisition?

The communication lists risks such as failure to satisfy closing conditions, potential termination of the merger agreement, integration challenges, unexpected costs, litigation, loss of key personnel or dealers, adverse market reactions, macroeconomic pressures, and product liability or regulatory actions affecting MasterCraft, Marine Products, or the combined company.

Does this Marine Products (MPX) communication constitute an offer to buy or sell securities?

No. The communication explicitly states it is not an offer or solicitation to sell, subscribe for, or buy any securities, nor a solicitation of any vote or approval, and that no sale will occur where it would be unlawful without proper registration or qualification.

Who may be considered participants in the proxy solicitation for the Marine Products–MasterCraft deal?

The communication notes that MasterCraft, Marine Products, and certain of their directors, executive officers, management, and employees may be deemed participants in soliciting proxies from stockholders, with additional details to appear in the joint proxy statement/prospectus and related SEC materials.