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| 8-K - 8-K - Clarus Corp | v186877_8k.htm |
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Clarus
Completes Acquisitions of Black Diamond Equipment and Gregory Mountain
Products
—
Applied to List Shares on NASDAQ Global Market under Ticker “BDE” —
—
Company to File Form 8-K with Business Combination Details —
—
Company Announces Annual Meeting of Stockholders and Analyst/Investor Day
—
Salt Lake City, UT, (June 1, 2010)
— Clarus Corporation (OTC: CLRS.PK) (the “Company”), now a leading
developer, manufacturer and distributor of outdoor equipment and lifestyle
products, today announced that it successfully completed the acquisitions of
both Black Diamond Equipment, Ltd. (“Black Diamond”) and Gregory Mountain
Products, Inc. (“Gregory”). The intent to complete these transactions and
details about the Company’s strategy were described in a press release and
conference call on May 10, 2010. The Company also announced today that it
has applied to list its shares of common stock on the NASDAQ Global Market
(“NASDAQ”) under the ticker symbol “BDE.” The Company noted that,
following its anticipated transition to the NASDAQ, its shares would no longer
be traded on the OTC Pink Sheets Electronic Quotation Service under the symbol
"CLRS.PK.”
Warren B.
Kanders, the Executive Chairman of the Company said, “The platform company we
inaugurate today is financially and operationally strong and we believe it is
strategically positioned for significant growth in the outdoor equipment and
lifestyle markets. Importantly, we are taking the necessary steps to
transition the Company’s common stock to a listing with the NASDAQ. This
should provide greater visibility to the Company and benefit our investors with
additional liquidity. We are also excited to have now moved our
headquarters to Salt Lake City and to seek to change our name to ‘Black Diamond
Equipment’.”
The
aggregate purchase consideration for both acquisitions was approximately $132.3
million, after closing adjustments. Pursuant to the transactions, Clarus
issued 4.2 million shares of unregistered common stock, subject to registration
rights and selling restrictions. In addition, Clarus issued $22.1 million
in a seven year 5% subordinated note and entered into a new $35 million
revolving credit agreement with Zions Bank.
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The
Company’s newly appointed President and Chief Executive Officer, Peter Metcalf,
said, “Black Diamond has taken a contrarian path since rising from the Chouinard
Equipment bankruptcy in 1989. In the last 20 years, we have boldly built
innovative products that have advanced the sports we serve and created a culture
that not only serves our customers but champions the causes that define their
lives. The consummation of Black Diamond merging with Clarus and Gregory does
not mark the end of the tenets that founded Black Diamond, but rather the
strengthening and expansion of them. Corporate social responsibility is linked
with our mandate as a public company to create value for our stockholders. We
will expand selectively and deliberately in relevant markets and appropriate
tiers of distribution. For Black Diamond, growth is not an end in itself, but is
a means to accomplishing greater goals.”
The
Company plans to file a Current Report on Form 8-K with the Securities and
Exchange Commission no later than June 4, 2010 which will include pro forma
financial information and historical financial statements of Black Diamond and
Gregory as well as other information regarding the transactions and the
Company.
In
addition to the appointment of Mr. Metcalf as President, Chief Executive Officer
and a Director of the Company, the Company announced several other management
and director appointments. Mr. Kanders continues as Executive Chairman of
the Company and Mr. Robert Schiller, Vice Chairman of Gregory and former
President, Chief Operating Officer and a Director of Armor Holdings, Inc., was
appointed Executive Vice Chairman and a Director of the Company. Mr.
Robert Peay, Chief Financial Officer of Black Diamond, was appointed to serve in
that role with the Company.
Additionally,
Mr. Philip Duff and Mr. Michael Henning were appointed to the Board of Directors
of the Company. Mr. Duff, an original investor in and a Director of Black
Diamond, served from 1994 to 1997 as the Chief Financial Officer of Morgan
Stanley. Mr. Henning, who will chair the Board’s Audit Committee, served
in various capacities with Ernst & Young from 1961 to 2000, including Deputy
Chairman from 1999 to 2000 and Vice Chairman of Tax Services from 1991 to
1993.
The
Company also announced today that it has scheduled its 2010 Annual Meeting of
Stockholders on August, 5, 2010. Following the conclusion of the Annual Meeting
of Stockholders, the Company will sponsor a series of presentations and meetings
for the institutional investment community.
In
connection with the closing of the transactions, the Company expects that it
will more likely than not be able to realize a significant portion of its
approximately $88.9 million deferred tax asset and therefore will release the
related portion of its valuation allowance. As of March 31, 2010, the
Company’s net operating loss (“NOL”) carryforwards were approximately $231
million.
Clarus’
common stock is subject to a Rights Agreement dated February 7, 2008, designed
to assist in limiting the number of 5% or more owners and thus reduce the risk
of a possible “change of ownership” under Section 382 of the Internal Revenue
Code of 1986 as amended. Any such “change of ownership” under these rules would
limit or eliminate the ability of Clarus to use its existing NOLs for federal
income tax purposes. There is no guaranty, however, that the Rights
Agreement will achieve the objective of preserving the value of the
NOLs.
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About
The Company
Clarus
Corporation is a leading provider of outdoor equipment and lifestyle products.
The Company’s principal brands are Black Diamond Equipment® and Gregory Mountain
Products®. The Company develops, manufactures and distributes a broad
range of products including carabiners, protection devices, belay and rappel
equipment, helmets, ropes, ice-climbing gear, backcountry gear, technical
backpacks, high-end day packs, tents, trekking poles, gloves, skis, ski bindings
and ski boots. Headquartered in Salt Lake City, Utah, the Company has more
than 475 employees worldwide, with ISO 9001 manufacturing facilities in Salt
Lake City and southeast China, a distribution center in Germany and a sales and
marketing office located outside Basel, Switzerland. For more information about
us and our brands, please visit www.claruscorp.com,
www.blackdiamondequipment.com,
and www.gregorypacks.com.
CONTACT:
Warren B.
Kanders
Executive
Chairman
203-428-2000
wbkanders@claruscorp.com
Peter
Metcalf
President
and Chief Executive Officer
801-278-5552
peter@bdel.com
CONTACT: ICR,
Inc.
Investors:
James
Palczynski
Principal
and Director
203-682-8229
jp@icrinc.com
Page
4
Media:
James
McCusker
Vice
President
203-682-8245
James.McCusker@icrinc.com
Bo
Park
Managing
Director
917-596-4353
bo.park@icrinc.com
Forward
Looking Statements
This
press release includes “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Clarus may use words such as
“anticipates,” “believes,” “plans,” “expects,” “intends,” “future,” “will,” and
similar expressions to identify forward-looking statements. These
forward-looking statements involve a number of risks, uncertainties and
assumptions which are difficult to predict. Clarus cautions you that any
forward-looking statement is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking statement. Examples of forward-looking statements include, but
are not limited to: (i) statements about the benefits of Clarus’ acquisitions of
Black Diamond and Gregory, including future financial and operating results that
may be realized from the acquisitions; (ii) statements of plans, objectives and
expectations of Clarus or its management or Board of Directors; (iii) statements
of future economic performance; and (iv) statements of assumptions underlying
such statements and other statements that are not historical facts.
Important factors that could cause actual results to differ materially from
those indicated by such forward-looking statements include, but are not limited
to: (i) our ability to successfully integrate Black Diamond and Gregory; (ii)
our ability to realize financial or operating results as expected; (iii)
material differences in the actual financial results of the mergers compared
with expectations, including the impact of the mergers on Clarus’ future
earnings per share; (iv) economic conditions and the impact they may have on
Black Diamond and Gregory and their respective customers or demand for products;
(v) our ability to implement our acquisition growth strategy or obtain
financing to support such strategy; (vi) the loss of any member of
our senior management or certain other key executives; (vii) our ability to
utilize our net operating loss carry forward; and (viii) our ability to
adequately protect our intellectual property rights. Additional factors
that could cause Clarus’ results to differ materially from those described in
the forward-looking statements can be found in the “Risk Factors” section of
Clarus’ filings with the Securities and Exchange Commission, including its
latest annual report on Form 10-K and most recently filed Forms 8-K and 10-Q,
which may be obtained at our web site at www.claruscorp.com or the Securities
and Exchange Commission’s web site at www.sec.gov. All forward-looking
statements included in this press release are based upon information available
to Clarus as of the date of this press release, and speak only as the date
hereof. We assume no obligation to update any forward-looking statements to
reflect events or circumstances after the date of this press
release.