Clarus Issues Statement on Recent Stock Volatility and Parallax’s Unauthorized Purchases of Common Stock
September 01 2022 - 8:00AM
Clarus Corporation (NASDAQ: CLAR) (“Clarus” and/or the “Company”),
a global company focused on the outdoor and consumer enthusiast
markets, released a statement acknowledging the recent market
volatility in the trading of shares of its common stock and related
derivatives.
The statement provided by the Company is as follows:
- The Company is not aware of any new material developments or
pending announcements concerning its business operations that may
be contributing to the recent volatile market activity in the
trading of its common stock as well as related derivatives.
- Parallax Volatility Advisers, L.P. and its affiliates
(“Parallax”) recently filed a Schedule 13G with the Securities and
Exchange Commission disclosing that it has acquired beneficial
ownership in excess of 5% of Clarus’ outstanding common stock.
Clarus has communicated to Parallax that because such acquisition
was without the approval of Clarus’ board of directors, it is a
violation of its rights agreement dated February 7, 2008. The
rights agreement is intended to preserve the Company’s valuable net
operating losses by limiting the number of 5% or more beneficial
owners and therefore reducing the risk of a possible change of
ownership under Section 382 of the Internal Revenue Code of 1986,
as amended.
- The Company’s board of directors reserves the right to pursue
any and all remedies available against Parallax, including, without
limitation, taking action to trigger the remedies under the rights
agreement which would result in material dilution in the economic
value of Parallax’s ownership in Clarus’ common stock.
- On August 19, 2022, Clarus’s board of directors approved two of
its top stockholders to increase their respective ownership to up
to 12.5% of the Company’s outstanding shares of common stock.
- The Company has contacted the enforcement division of Nasdaq
regarding trading activity in its common stock, continues to
actively investigate the trading in its common stock as well as
related derivatives by other entities, and reserves the right to
pursue any and all remedies available against any person or group
that is engaging in any manipulative trading activities and/or that
acquires 4.9% or more of Clarus’ common stock without the approval
of its board of directors in violation of the rights
agreement.
- Pursuant to the previously announced new $50 million stock
repurchase program, Clarus expects to seek to accumulate shares on
an opportunistic basis, whether it be in the open market, through a
Dutch auction tender offer or otherwise. As of June 30, 2022,
Clarus had cash and cash equivalents of $13.9 million and access to
$274.5 million of availability on its revolving line of
credit.
About Clarus Corporation
Headquartered in Salt Lake City, Utah, Clarus Corporation is a
global leading designer, developer, manufacturer and distributor of
best-in-class outdoor equipment and lifestyle products focused on
the outdoor and consumer enthusiast markets. Our mission is to
identify, acquire and grow outdoor “super fan” brands through our
unique “innovate and accelerate” strategy. We define a “super fan”
brand as a brand that creates the world’s pre-eminent,
performance-defining product that the best-in-class user cannot
live without. Each of our brands has a long history of continuous
product innovation for core and everyday users alike. The Company’s
products are principally sold globally under the Black Diamond®,
Rhino-Rack®, MAXTRAX®, Sierra®, and Barnes® brand names through
outdoor specialty and online retailers, our own websites,
distributors, and original equipment manufacturers. Our portfolio
of iconic brands is well-positioned for sustainable, long-term
growth underpinned by powerful industry trends across the outdoor
and adventure sport end markets. For additional information, please
visit www.claruscorp.com or the brand websites at
www.blackdiamondequipment.com, www.rhinorack.com,
www.maxtrax.com.au, www.sierrabullets.com, www.barnesbullets.com,
www.pieps.com, or www.goclimbon.com.
Forward-Looking Statements
Please note that in this press release we may use words such as
“appears,” “anticipates,” “believes,” “plans,” “expects,”
“intends,” “future,” and similar expressions which constitute
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are made based on our expectations and
beliefs concerning future events impacting the Company and
therefore involve a number of risks and uncertainties. We caution
that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in
the forward-looking statements. Potential risks and uncertainties
that could cause the actual results of operations or financial
condition of the Company to differ materially from those expressed
or implied by forward-looking statements in this release, include,
but are not limited to, those risks and uncertainties more fully
described from time to time in the Company's public reports filed
with the Securities and Exchange Commission, including under the
section titled “Risk Factors” in the Company's Annual Report on
Form 10-K, and/or Quarterly Reports on Form 10-Q, as well as in the
Company’s Current Reports on Form 8-K. All forward-looking
statements included in this press release are based upon
information available to the Company as of the date of this press
release and speak only as of 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.
Company Contacts:
John C. Walbrecht PresidentTel
1‐801‐993‐1344john.walbrecht@claruscorp.com
Michael J. YatesChief Financial OfficerTel
1‐801-993‐1304mike.yates@claruscorp.com
Investor Relations
Contact:
Gateway Group, Inc. Cody SlachTel
1‐949‐574‐3860CLAR@gatewayir.com
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