Clarus Issues Statement on Caption Management’s Schedule 13G Filed with the SEC
06 September 2022 - 11:00PM
Clarus Corporation (NASDAQ: CLAR) (“Clarus” and/or the “Company”),
a global company focused on the outdoor and consumer enthusiast
markets, released a statement regarding Caption Management, LLC’s
recently filed Schedule 13G and its acquisition of beneficial
ownership of Clarus common stock in violation of its Rights
Agreement.
The statement provided by the Company is as follows:
- Caption Management, LLC and its affiliates (“Caption”) recently
filed a Schedule 13G with the Securities and Exchange Commission
disclosing that it has ceased to be the beneficial owner of more
than 5% of Clarus common stock.
- Caption has acknowledged to Clarus that the Company’s press
release dated September 1, 2022 caused Caption to evaluate its
beneficial ownership in Clarus’s common stock and determined that
since July 2022, Caption failed to timely comply with the
beneficial ownership reporting provisions of Section 13 of the
Securities Exchange Act of 1934, as amended, after acquiring more
than triple the position that triggers a filing requirement.
Caption’s failure to comply with applicable SEC rules undermined
the market transparency intended by such rules.
- Caption’s acquisition of in excess of 5% beneficial ownership
in Clarus’ outstanding common stock without the approval of Clarus’
Board of Directors is a violation of its Rights Agreement dated
February 7, 2008. The Rights Agreement is intended to preserve,
amongst other things, the Company’s valuable net operating losses
by limiting the number of 5% 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.
- Caption has confirmed ownership of in excess of 10% (17.1%) of
Clarus stock on more than one occasion, calling into question
whether they have violated the short swing profits rule under
Section 16(b) of the Securities Exchange Act of 1934, as amended.
Clarus is evaluating Caption’s transactions in Clarus stock and
will seek disgorgement of any profits as applicable under the
securities laws.
- The Company’s Board of Directors will pursue any and all
remedies available against Caption, including, without limitation,
taking action to trigger the remedies under the rights agreement
which would result in material dilution in the economic value of
Caption’s ownership in Clarus’ common stock.
- The Company has contacted the enforcement division of Nasdaq
regarding Caption and its trading activity in its common stock and
continues to actively investigate and seek to contact regulators
regarding the trading in its common stock as well as related
derivatives by other entities.
- Clarus will pursue appropriate civil, regulatory and all other
action available against Caption and Parallax Volatility Advisers,
L.P., as well as any other person or group, that is engaging in any
manipulative trading activities and/or that acquires 4.9% or more
beneficial ownership in Clarus’ common stock without the approval
of its Board of Directors in violation of the Rights
Agreement.
About Clarus Corporation
Headquartered 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 Statements
Please 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
Clarus (NASDAQ:CLAR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Clarus (NASDAQ:CLAR)
Historical Stock Chart
From Jul 2023 to Jul 2024