Clarus Corporation Terminates Acquisition Negotiations; Securities to be Delisted From NASDAQ
01 10월 2004 - 8:35AM
PR Newswire (US)
Clarus Corporation Terminates Acquisition Negotiations; Securities
to be Delisted From NASDAQ STAMFORD, Conn., Sept. 30
/PRNewswire-FirstCall/ -- Clarus Corporation (NASDAQ:CLRS) today
announced that it had terminated its previously announced
negotiations to acquire a significant operating company. As a
result of the termination of such negotiations, the Company will be
unable to fulfill previously disclosed conditions imposed by the
Nasdaq Listing Qualifications Panel (the "Panel") for the Company's
securities to remain listed on the Nasdaq National Market set forth
in the Panel's letter of September 20, 2004. The September 20th
letter stated that, pursuant to the Company's request, the Panel
had decided to permit the Company's common stock to remain listed
on the Nasdaq National Market through September 30, 2004, provided
that, among other requirements, on or before September 30, 2004,
the Company submitted to Nasdaq a copy of a definitive agreement
for the acquisition of an operating entity and on or before
November 10, 2004, consummated the acquisition. Prior to receipt of
the September 20th letter, and as previously disclosed, the Panel
had determined that due to concerns raised under Nasdaq Marketplace
Rules 4300 and 4300(a)(3) regarding the Company's status as a
"public shell," the Company's securities would be delisted on
September 8, 2004, unless on or before September 8, 2004, the
Company submitted to Nasdaq a copy of a definitive agreement for
the acquisition of an operating entity and on or before September
15, 2004, consummated the acquisition. The Company considered those
earlier deadlines impractical and formally requested their
extension, which was granted by the Panel in its September 20th
letter. Although after receiving the September 20th letter the
Company diligently continued its negotiations with the seller to
finalize an agreement, it was unable to do so. Because those
efforts have been terminated, the Company will be unable to comply
with the Panel's requirements, and therefore anticipates that the
Company's securities will be delisted from the Nasdaq National
Market after September 30, 2004, pursuant to the Panel's September
20th letter. The Company will take a charge against earnings in the
third quarter to reflect the write-off of expenses associated with
the negotiation of the proposed acquisition. "We are disappointed
that despite our diligent efforts, we were unable to reach a
definitive agreement with respect to this transaction. While we
will therefore be unable to comply with the deadlines established
by the Panel, we will nonetheless continue in our efforts to
redeploy the Company's assets and use its substantial cash and net
operating loss carry-forwards to enhance stockholder value," said
Warren B. Kanders, the Company's Executive Chairman of the Board.
"Following delisting from Nasdaq, if and when the Company
consummates a suitable transaction, we intend to list our
securities on an appropriate national exchange," continued Mr.
Kanders. There is no assurance that the Company will be able to
consummate a suitable transaction, and if it does so, whether the
Company would be able to list its securities on a national
exchange. The Company's common stock is currently subject to
acquisition restrictions in order to help assure the preservation
of its net operating loss carry-forwards. The Company's certificate
of incorporation generally restricts direct and indirect
acquisitions of its equity securities if such acquisition will
affect the percentage of the Company's capital stock owned by a 5%
stockholder, as defined in the certificate of incorporation.
Because the delisting of the Company's securities from Nasdaq is
being made pursuant to Marketplace Rules 4300 and 4330(a)(3), the
Company's securities are not eligible for immediate quotation on
the OTC Bulletin Board (the "OTCBB") or the Pink Sheets Electronic
Quotation Service (the "Pink Sheets") and application for listing
must be made by a market-maker using the standard listing
procedures. The Company has not determined whether it intends at a
future date to coordinate with a market-maker in the Company's
securities in order to initiate trading of the Company's common
stock on either the OTCBB or the Pink Sheets. However, the Company
fully intends to remain compliant with its reporting requirements
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). This press release contains forward-looking
statements within the meaning of the Securities Act of 1933 and the
Exchange Act. Information in this release includes Clarus' beliefs,
expectations, intentions and strategies regarding Clarus and its
future. Assumptions relating to the forward-looking statements
involve judgments with respect to, among other things, future
economic, competitive and market conditions, and future business
decisions all of which are difficult or impossible to predict
accurately and many of which are beyond our control. Actual results
could differ materially from those projected in the forward-looking
statements as a result of certain risks including our inability to
execute successfully our planned effort to redeploy our assets to
enhance stockholder value. All forward-looking statements contained
in this release are based on information available to Clarus as of
the date of this release and Clarus assumes no obligation to update
the forward-looking statements contained herein. DATASOURCE: Clarus
Corporation CONTACT: Nigel Ekern of Clarus Corporation,
+1-203-428-2000 Web site: http://www.claruscorp.com/ Company News
On-Call: http://www.prnewswire.com/comp/133360.html
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Clarus Therapeutics (MM) (NASDAQ:CLRS)
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