Clarus Corporation completed the acquisitions of both Black Diamond Equipment, Ltd. and Gregory Mountain Products, Inc. Clarus also announced that it has applied to list its shares of common stock on the NASDAQ Global Market 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.
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 Metcalf as President, Chief Executive Officer and a Director of the Company, the Company announced several other management and director appointments. Kanders continues as Executive Chairman of the Company and 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. Robert Peay, Chief Financial Officer of Black Diamond, was appointed to serve in that role with the Company.
Additionally, Philip Duff and Michael Henning were appointed to the Board of Directors of the Company. Duff, an original investor in and a Director of Black Diamond, served from 1994 to 1997 as the Chief Financial Officer of Morgan Stanley. 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.