01 Jun. 2010
CLARUS CORP. TO ACQUIRE GREGORY MOUNTAIN PRODUCTS, BLACK DIAMONDGregory Mountain Products, famous for its backpacks for climbing and hiking, has merged with its outdoor gear contemporary, Black Diamond. Both companies are being acquired in separate transactions by Clarus Corp. for a combined $135 million.
Under the terms of the agreements, Clarus will pay $90 million in cash for Black Diamond, subject to adjustments, and $45 million for Gregory, approximately 50% of which will be paid with Clarus common stock valued at $6 per share and approximately 50% of which will be paid with a seven-year, 5% subordinated note.
In addition, certain shareholders of Black Diamond will use a portion of their cash to purchase shares in Clarus at $6 per share.
As part of this acquisition, Clarus is seeking approval to change the company’s name to Black Diamond Equipment and move its headquarters to Salt Lake City, Utah.
For the year ended December 31, 2009, on an unaudited basis, Black Diamond and Gregory together produced combined revenues of approximately $113 million. Approximately 50% of the company’s sales are expected to be in North America, approximately 30% in Europe, and approximately 20% in Asia, Africa, the Middle East and South America.
Following the merger, Warren B. Kanders, Executive Chairman, will continue as Executive Chairman of the new company. Robert R. Schiller, Vice Chairman of Gregory and former President, Chief Operating Officer and a Director of Armor Holdings, Inc., will be appointed Executive Vice Chairman and a Director of the new company. Peter Metcalf, Co-Founder, President and Chief Executive Officer of Black Diamond, will be appointed President and Chief Executive Officer and a Director of the new Company. Robert Peay, Chief Financial Officer of Black Diamond, will continue to serve in that role with the new company following the closing of the transactions. The new company also expects to further expand the Board of Directors to include Philip Duff, an original investor and current Director of Black Diamond, and Michael Henning of Ernst & Young.
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