Clarus Corporation
Extract: Poison Pill Activity: Exemption/Carveout/Waiver Announcement from a 8-K on 03/24/2020   Download
SEC Document
SEC Filing

On March 23, 2020, Clarus Corporation (the “Company”) delivered a letter (the “Letter”) to TT Investimentos Ltda. and its affiliates (collectively, “TT”) approving its request to be permitted under the Company’s Rights Agreement dated as of February 12, 2008 to acquire beneficial ownership in excess of 4.9% of the Company’s outstanding shares of common stock. Such approval is conditioned upon, and subject to TT: (i) not increasing such beneficial ownership to in excess of 7.5% of the Company’s outstanding shares of common stock; (ii) remaining continuously eligible to report its ownership of the Company’s common stock on Schedule 13G; and (iii) increasing such beneficial ownership to in excess of 4.9% of the Company’s outstanding shares of common stock, if at all, on or before the twelve month anniversary of the date of the Letter.

 

Furthermore, in the event that TT reduces its beneficial ownership to below 4.9%, the approval granted pursuant to the Letter shall immediately terminate and TT would need to obtain a new approval from the Company’s Board of Directors before seeking to again increase its beneficial ownership to in excess of 4.9% of the Company’s outstanding shares of common stock.