Clarus Corporation has signed definitive merger agreements to acquire, in two separate transactions, Black Diamond Equipment, Ltd. and Gregory Mountain Products, Inc. The aggregate purchase consideration, prior to adjustments, for both acquisitions is approximately $135 million.
Clarus, which plans to change its name to “Black Diamond Equipment,” said the combination of Clarus, Black Diamond, and Gregory “intends to serve as a public company platform within the outdoor equipment and lifestyle markets with opportunities for growth both organically and through targeted, strategic acquisitions.”
Under the terms of the agreements, Clarus will pay $90 million in cash for Black Diamond, subject to adjustments, and $45 million for Gregory, subject to adjustments, approximately 50% of which will be paid with Clarus common stock valued at $6.00 per share and approximately 50% of which will be paid with a seven-year 5% subordinated note. In addition, certain shareholders of Black Diamond will use a portion of their cash consideration to purchase shares in Clarus at $6.00 per share.
Silver Steep served as Black Diamond Equipment's exclusive financial advisor in the transaction.
Gregory is being sold by entities owned and controlled by Warren B. Kanders, Clarus' executive chairman, and Robert R. Schiller.
Kanders will continue as executive chairman of the company. Schiller, vice chairman of Gregory and former president, chief operating officer and a director of Armor Holdings, Inc., will be appointed executive vice chairman and a director of the company. Peter Metcalf, the co-founder, president and chief executive officer of Black Diamond, will be appointed president and chief executive officer and a director of the company. Robert Peay, chief financial officer of Black Diamond, will continue to serve in that role with the company following the closing of the transactions.
The company expects to further expand the Board of Directors to include Philip Duff and Michael Henning. Duff was an original investor in and currently serves as a Director of Black Diamond. From 1994 to 1997, Duff served as the Chief Financial Officer of Morgan Stanley. Henning 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 anticipates that Henning will chair the Board's Audit Committee.
“In my thirty years at the helm of Black Diamond, we have had an endless series of opportunities that we have explored by moving confidently and boldly in the pursuit of our goals,” said Peter Metcalf CEO of Black Diamond, in a statement. “In 2009/10, BD has managed double digit sales growth globally and is in excellent financial health. As we looked to the future, it was clear there remained only two primary challenges in our multi-decade pursuit of building a true built to last and autonomous company. They were the right, long-term capital structure as well a strong Board backstop for the CEO. So began a year long journey where we researched in a truly creative manner the myriad of possibilities that might achieve those two long term goals. The deal we are announcing today is as innovative and appropriate a structure as that created 21 years ago. It will insure that the golden years of Black Diamond are not behind us but clearly ahead.”
Metcalf continues, “Speaking with Wayne Gregory and his team, we are excited by the complementary nature of our brands as well as the promise of the new business platform that will strengthen our company while keeping the brands discrete. We have each built very special, global companies and I would like to take this moment to sincerely thank all of the employees, friends, customers, vendors, and consumers that have helped us along the way. Over the last 30 years our mantra has been to build a beautiful and respected built to last company. With this deal, the last pieces of that global foundation are being put into place. We are excited for the bright future that lies ahead for the Black Diamond and Gregory brands.”
In a letter to shareholders, Warren B. Kanders said, ” We believe these brands create a unique platform to build a large, global, diversified company in the outdoor equipment and lifestyle markets both organically and through targeted acquisitions. We set a high bar for the companies we considered, and I am very pleased to report that the new platform Company created through these transactions meets all of the criteria which guided our analysis throughout this process:
- An industry-leading management team with a leading market position,
- An established company with a history of strong operating and financial results and substantial free cash flow generation,
- Organic growth opportunities with favorable macro trends underlying the business,
- Significant domestic revenue coupled with broad geographic reach,
- Solid market barriers to entry, and
- Viable opportunities for targeted acquisitions and industry consolidation.”
Both transactions have been unanimously approved by the board of directors of Clarus.
Clarus said it expects that the company's Directors and officers will together own approximately 35% of the approximately 21.6 million shares of Clarus common stock outstanding at the closing of the transactions. Clarus anticipates closing the transactions, which are subject to customary closing conditions, in the second quarter of this calendar year. Clarus expects to seek stockholder approval at its next annual stockholders meeting to adopt “Black Diamond Equipment” as the Company's new name. Following the closing, the Company will be headquartered in Salt Lake City, Utah, the current home of Black Diamond.
In December 2002, Clarus sold substantially all of the operating assets of its legacy e-commerce software business, but retained the public company structure, its cash resources, and net operating loss carryforwards. Clarus announced intentions to redeploy these assets into an operating business or businesses that would serve as a platform company for future growth. Black Diamond and Gregory mark its first acquisitions.
