Clarus Corporation, the parent of Black Diamond, Sierra and Pieps, announced the final results of the company’s previously announced “modified Dutch auction” tender offer for shares of the company’s common stock, par value $0.0001 per share, as well as the preferred share purchase rights associated with such 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 $7.5 million of shares. Based on the final count by American Stock Transfer & Trust Co. LLC, a total of 417,237 shares were properly tendered and not properly withdrawn at or below the purchase price of $8.00 per share.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 $3.34 million, excluding fees and expenses relating to the tender offer. The shares accepted for purchase represent approximately 1.4 percent 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.
D.F. King & Co. Inc. was the information agent for the tender offer.
