approximately 3.3% of its issued and outstanding Shares. If the Offer is fully subscribed at a Purchase Price of $6.60, the minimum Purchase Price pursuant to the Offer, the completion of the Offer will result in the repurchase by Clarus of 1,090,909 Shares, which would represent approximately 3.6% of Clarus’ issued and outstanding Shares.
The Company expressly reserves the right, in its sole discretion, to elect to purchase more than an aggregate purchase price of $7,200,000 of Shares in the Offer, subject to applicable law. See Section 1 of the Offer to Purchase.
As described in the Offer to Purchase, if less than an aggregate purchase price of $7,200,000 of Shares are properly tendered at or below the Purchase Price and not properly withdrawn, Clarus will buy all Shares properly tendered at or below the Purchase Price and not properly withdrawn. If more than an aggregate purchase price of $7,200,000 of Shares (or such greater amount as Clarus may elect to purchase, subject to applicable law) are properly tendered at or below the Purchase Price and not properly withdrawn, Clarus will purchase Shares in the following order of priority:
First, Clarus will purchase Shares from all stockholders who properly tender Shares and who do not properly withdraw them before the Expiration Date (except for stockholders who tendered Shares conditionally at or below the Purchase Price for which the condition was not satisfied), on a pro rata basis, with appropriate adjustments to avoid purchases of fractional Shares, until Clarus has acquired Shares having an aggregate purchase price of $7,200,000 (or such greater amount as Clarus may elect to purchase, subject to applicable law); and
Second, only if necessary to permit Clarus to purchase Shares having an aggregate purchase price of $7,200,000 (or such greater amount as Clarus may elect to purchase, subject to applicable law), Clarus will purchase Shares from stockholders who have properly tendered Shares at or below the Purchase Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered at or below the Purchase Price must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date.
Therefore, Clarus may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price. No Shares tendered above the Purchase Price will be purchased pursuant to the Offer. See Sections 1 and 6 of the Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Please note carefully the following:
1. Shares may be tendered at prices not greater than $7.20 nor less than $6.60 per Share, as indicated in the attached Instructions Form, net to you in cash, less applicable withholding taxes and without interest, promptly after the Expiration Date. Prices may be specified in increments of $0.10.
2. The Offer and withdrawal rights will expire at 11:59 P.M., New York City time, on June 5, 2018, unless the Offer is extended by Clarus.
3. The Offer is not conditioned on the receipt of financing or any minimum number of Shares being tendered. The Offer, however, is subject to other conditions. The Company’s obligation to accept and pay for Shares properly tendered at or below the Purchase Price and not properly withdrawn pursuant to the Offer is conditioned upon satisfaction or waiver of these conditions. See Section 7 of the Offer to Purchase.