Stamford-based Clarus Corp. said May 10 it has signed “definitive merger agreements” valued at $135 million to acquire in separate transactions Black Diamond Equipment Ltd., a designer and manufacturer of equipment for rock climbers, ice climbers, alpinists and skiers, and Gregory Mountain Products Inc., a designer and manufacturer of high-end backpacking and mountaineering products.
The total price, prior to adjustments, for both acquisitions is approximately $135 million. The transactions have been unanimously approved by Clarus”™ board of directors.
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Clarus”™ OTC ticker symbol is CLRS.PK.
Clarus will seek stockholder approval at its annual stockholders meeting to adopt “Black Diamond Equipment” as the company”™s new name.
Under terms of the agreements, Clarus will pay $90 million in cash for Black Diamond and $45 million for Gregory, approximately half of which will be paid with Clarus common stock valued at $6 a share and approximately half of which will be paid with a seven-year, 5 percent subordinated note. In addition, certain shareholders of Black Diamond will use a portion of their cash consideration to buy shares in Clarus at $6 a share.
Gregory is being sold by entities owned and controlled by Warren B. Kanders, Clarus”™ executive chairman, and by Robert R. Schiller.
Kanders will continue as executive chairman of the company. Schiller, vice chairman of Gregory and former president, chief operating officer and a director of Armor Holdings Inc., a Florida-based defense contractor, will be appointed executive vice chairman and a director of the company. Peter Metcalf, the cofounder, president and CEO of Black Diamond, will be president and CEO and a director. Robert Peay, chief financial officer of Black Diamond, will continue in that role with the expanded company.
Following the closing, the company will be headquartered in Salt Lake City, the current home of Black Diamond.
Clarus reported that since December 2002 it has “engaged in a strategy of seeking to enhance stockholder value by pursuing opportunities to redeploy its cash, cash equivalents and marketable securities through an acquisition of, or merger with, an operating business or businesses that would serve as a platform company.”
Clarus formerly provided e-commerce solutions. For more information, visit claruscorp.com.
Black Diamond currently employs 375 worldwide from its Utah headquarters. California-based Gregory”™s assets include a pair of Gregory-only stores in Japan and South Korea.
