Clarus Announces Amendment of Its Tender Offer
— Maximum Aggregate Amount Increased to $7,500,000 —
— Price Range Increased to not Greater Than $8.00, nor Less Than $7.20 per Share —
— Tender Offer Extended Through July 11, 2018 —
SALT LAKE CITY, Utah — June 22, 2018 — Clarus Corporation (NASDAQ: CLAR) (“Clarus,” “Company,” “we,” “us” or “our”) announced today that it is amending its previously announced “modified Dutch auction” tender offer (the “Tender Offer”) for shares of its common stock, par value $0.0001 per share, as well as the preferred share purchase rights associated with such shares (collectively, the “Shares”).
The Tender Offer was originally for up to $7,200,000 of Shares at a purchase price not greater than $7.20 nor less than $6.60 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, and was originally scheduled to expire on June 5, 2018, at 11:59 P.M., New York City time, which date was subsequently extended to June 22, 2018, at 11:59 P.M., New York City time. As amended, the Tender Offer is now for up to $7,500,000 of Shares at a purchase price not greater than $8.00 nor less than $7.20 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, and is now scheduled to expire on July 11, 2018, at 11:59 P.M., New York City time.
As the price range of the Tender Offer has been increased as described above, stockholders who have previously tendered their Shares at any price per Share will now be deemed to have tendered their Shares at the new minimum purchase price of $7.20 per Share, and will be eligible to receive the final purchase price without taking any further action. As of the close of business on June 21, 2018, American Stock Transfer & Trust Company, LLC, the depositary for the offer, has advised that approximately 19,182 Shares have been tendered and not withdrawn.
The full terms and conditions of the Tender Offer are described in the Offer to Purchase, filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 8, 2018, Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed with the SEC on June 6, 2018, Amendment No. 2 to the Tender Offer Statement on Schedule TO, filed with the SEC on June 22, 2018, the Supplement to Offer to Purchase, filed with the SEC on June 22, 2018 (collectively, as each may be amended or supplemented from time to time, the “Offer to Purchase”), the associated Amended Letter of Transmittal and other materials relating to the Tender Offer that Clarus filed with the SEC on June 22, 2018. The Tender Offer is not contingent upon obtaining any financing. However, the Tender Offer is subject to a number of other terms and conditions, which are described in the Offer to Purchase.
None of Clarus, the members of its board of directors, its executive officers, the information agent or the depositary for the Tender Offer are making any recommendation to stockholders as to whether to tender or refrain from tendering their Shares or as to any price at which they might tender their Shares. Stockholders must make their own decisions as to whether to tender their Shares and, if so, how many Shares to tender and at what price or prices to tender. Prior to making any decision with respect to the Tender Offer, stockholders should read carefully the information in the Offer to Purchase and the related Amended Letter of Transmittal, including the information regarding the purposes and effects of the Tender Offer, and should consult their own broker or other financial and tax advisors.
D.F. King & Co., Inc. is the information agent for the Tender Offer and stockholders seeking additional information about the Tender Offer and process should call or email them at (888) 414-5566 (toll free) or email@example.com.