Clarus Board of Directors Approves Two of Its Top Shareholders to Increase Their Positions up to 12.5% of Shares Outstanding
22 August 2022 - 10:00PM
The board of directors for Clarus Corporation (NASDAQ: CLAR)
(“Clarus” and/or the “Company”), a global company focused on the
outdoor and consumer enthusiast markets, has approved the
respective requests of two of its largest shareholders, Brown
Advisory Incorporated (“Brown”) and Greenhouse Funds LLLP
(“Greenhouse”), to be permitted under the Company’s Rights
Agreement dated as of February 12, 2008, to increase each of their
respective beneficial ownership in Clarus to up to an aggregate of
12.5% of the Company’s outstanding shares of common stock.
Brown has beneficial ownership of 3,179,132 shares of the
Company’s common stock, as publicly disclosed by Brown in the
Schedule 13F for the quarter ended June 30, 2022, filed by it with
the Securities and Exchange Commission on August 2, 2022, which
represents approximately 8.5% of the Company’s outstanding shares
of common stock. Greenhouse has beneficial ownership of 2,772,000
shares of the Company’s common stock, as publicly disclosed by
Greenhouse in the Schedule 13F for the quarter ended June 30, 2022,
filed by it with the Securities and Exchange Commission on August
15, 2022, which represents approximately 7.4% of the Company’s
outstanding shares of common stock.
The Company’s determination to authorize Brown’s and
Greenhouse’s requests to raise their respective stakes is
conditioned upon, and subject to, Brown and Greenhouse not
increasing each of their respective beneficial ownership to more
than 12.5% of the Company’s outstanding shares of common stock,
Brown and Greenhouse remaining continuously eligible to report
their respective ownership of the Company’s common stock on
Schedule 13G, and that Brown and Greenhouse respectively increasing
their position to in excess of 9.9%, at their discretion within the
next twelve months. In the event that Brown or Greenhouse
subsequently reduces their respective beneficial ownership to below
9.9%, they would need to obtain a new approval from the Company’s
board of directors before seeking to again increase their
respective beneficial ownership to in excess of 9.9% of the
Company’s outstanding shares of common stock.
“We welcome the potential added ownership by two of our
long-term shareholders,” said Warren Kanders, executive chairman of
Clarus. “Clarus continues to make progress executing its
‘super-fan’ brand strategy and remains focused on seeking to
increase long-term shareholder value.”
Brown’s and Greenhouse’s increased investment is not expected to
impact the Company’s ability to utilize the remainder of its
outstanding Net Operating Loss (“NOL”) carryforwards for U.S.
federal income tax purposes, which stand at approximately $60.7
million. The Company expects to fully utilize approximately $39.5
million of the NOL carryforwards that expire on December 31,
2022.
About Clarus CorporationHeadquartered 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 StatementsPlease 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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