Clarus Corporation released a statement acknowledging the recent market volatility in the trading of shares of its common stock and related derivatives as well as the unauthorized purchases of common stock by Parallax Volatility Advisers.

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 recently filed a Schedule 13G with the Securities and Exchange Commission disclosing that it has acquired beneficial ownership in excess of 5 percent 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 percent 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 percent 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 percent 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.”

Clarus is the parent of Black Diamond, Rhino-Rack, MaxTrax, Sierra, and Barnes.