Powell Max Limited has entered a definitive share-exchange agreement with Blackrod Holdings, the parent company of Remington Firearms, giving Powell Max a 1.5% stake in Blackrod in exchange for newly issued Powell Max shares representing 19.99% of its outstanding Class A shares. The agreement also establishes a period of exclusivity while the companies pursue a potential larger combination.
Under the agreement, Blackrod will issue newly created membership units to Powell Max representing 1.5% of Blackrod after the transaction. In return, Powell Max will issue Blackrod Class A ordinary shares equal to 19.99% of Powell Max’s outstanding Class A shares immediately before closing. Based on 1,308,311 Class A shares outstanding as of Sept. 23, the exchange would represent approximately 261,531 newly issued shares.
The agreement includes an 18-month escrow arrangement covering 10% of the Powell Max shares issued in the exchange. The parties also agreed to a 12-month exclusivity period following the initial closing, unless the arrangement is terminated earlier. During that period, Blackrod and its members are restricted from soliciting or negotiating competing acquisition proposals.
Powell Max and Blackrod intend to negotiate a separate definitive agreement under which Powell Max would acquire the remaining ownership interests in Blackrod. The SEC filing describes an estimated enterprise value of approximately $200 million to $250 million for the contemplated transaction, but that larger merger has not yet been finalized. The parties remain subject to further due diligence and negotiations, and the filing states that completion of the proposed combination cannot be assured.
The transaction represents a potential expansion for Powell Max beyond its existing financial communications business. The company, headquartered in Hong Kong with U.S. operations in Boca Raton, Florida, provides financial printing, corporate reporting, translation, design and related communications services for companies and their advisers.
Blackrod operates the Remington firearms business, giving the proposed combination a substantially different operating profile from Powell Max’s existing business. The agreement therefore creates a potential corporate transformation if the parties ultimately complete the larger transaction, although the current filing does not establish that the contemplated merger will close.
The share exchange also provides a mechanism for Powell Max to obtain an initial economic interest in Blackrod before any larger transaction is completed. At the same time, issuing shares equivalent to nearly one-fifth of Powell Max’s pre-transaction Class A shares would materially expand the company’s share count relative to existing shareholders if the exchange closes.
The filing says the parties intend to continue working toward a definitive agreement during the exclusivity period. It also references a potential financing and a leasehold mortgage involving Blackrod’s manufacturing facility, but those arrangements remain subject to further negotiations and are not presented as completed financing for the proposed combination.
Powell Max’s annual report shows that the company had 264,991 Class A ordinary shares outstanding at the end of 2025 after two reverse share splits, highlighting the small scale of its existing equity base before subsequent share issuances. The company’s Class A shares trade on Nasdaq under the PMAX ticker.
The Sept. 28 filing therefore establishes two distinct stages: a signed share exchange providing Powell Max with a 1.5% Blackrod interest, and a separate potential acquisition of Blackrod’s remaining ownership interests that the parties value at an estimated $200 million to $250 million in enterprise value. The latter remains subject to negotiation, due diligence, financing and other conditions and should not be treated as a completed merger.
