Salt Lake City–Clarus Corporation (NASDAQ:CLAR) (“Clarus,” “Company,” “we,” “us” or “our”) announced today the final results of its previously announced “modified Dutch auction” tender offer (the “Tender Offer”) for shares of its common stock, par value $0.0001 per share, as well as the preferred share purchase rights associated with such shares (collectively, the “Shares”), which expired on July 11, 2018, at 11:59 P.M., New York City time.
Shareholders of Clarus had the opportunity to tender Shares at a purchase price not greater than $8.00 nor less than $7.20 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, for up to $7,500,000 of Shares. Based on the final count by American Stock Transfer & Trust Co., LLC, the depositary for the Tender Offer (“Depositary”), a total of 417,237 Shares were properly tendered and not properly withdrawn at or below the purchase price of $8.00 per share.
In accordance with the terms and conditions of the Tender Offer and based on the final count by the Depositary, Clarus has accepted for purchase 417,237 Shares at a price of $8.00 per share, for an aggregate cost of approximately $3,337,896.00, excluding fees and expenses relating to the Tender Offer. The Shares accepted for purchase represent approximately 1.4% of Clarus’ total outstanding Shares as of June 30, 2018.
“This tender offer, the maximum price of which was increased from $7.20 to $8.00, reflects our commitment to finding ways to enhance value for all of our shareholders,” said Warren Kanders, Clarus’ Executive Chairman. “We continue to remain confident in the future of Clarus and will be opportunistic in further share repurchases through our $30 million share repurchase program, which still has approximately $14.4 million available. Further supporting our confidence, we continue to anticipate implementing an annual dividend of $0.10 per share after the filing of our second quarter results.”
The Depositary will promptly issue payment for the Shares validly tendered and accepted for purchase in accordance with the terms and conditions of the Tender Offer.
The Company’s Tender Offer was made pursuant to an Offer to Purchase dated May 8, 2018, as amended and supplemented on June 6, 2018 and June 22, 2018 as well as a Letter of Transmittal, dated May 8, 2018, as amended on June 22, 2018.
D.F. King & Co., Inc. was the information agent for the Tender Offer and stockholders seeking additional information about the Tender Offer and process should call or email them at (888) 414-5566 (toll free) or email@example.com.
About Clarus Corporation
Clarus Corporation is focused on the outdoor and consumer industries, seeking opportunities to acquire and grow businesses that can generate attractive stockholder returns. The Company has substantial net operating tax loss carryforwards which it is seeking to redeploy to maximize stockholder value. Clarus’ primary business is as a leading developer, manufacturer and distributor of outdoor equipment and lifestyle products focused on the climb, ski, mountain, and sport categories. The Company’s products are principally sold under the Black Diamond®, Sierra® and PIEPS® brand names through specialty and online retailers, distributors and original equipment manufacturers throughout the U.S. and internationally. For additional information, please visit www.claruscorp.com or the brand websites at www.blackdiamondequipment.com, www.sierrabullets.com or www.pieps.com.