Crocs, Inc. Announces Cash Tender Offer for Employee Stock Options
April 02 2009 - 8:01AM
Business Wire
Crocs,�Inc. (NASDAQ:CROX) today announced that it is commencing
a cash tender offer for employee stock options. The tender offer
will commence today and will expire, unless otherwise extended by
the Company in its sole discretion, at 11:59 p.m. (Mountain Time)
on April 30, 2009.
The stock options eligible for tender are those with an exercise
price at or above $10.50 per share. As of March 27, 2009, there
were 5,081,823 stock options eligible for tender. If all these
eligible options are tendered and accepted in the offer, the
aggregate cash purchase price for such options would be
approximately $315,000.
As a result of the tender offer, the Company will incur a
one-time non-cash stock-based compensation charge of up to
approximately $32 million upon the closing of the offer if all
unvested eligible options are tendered and accepted by the Company.
This charge represents the compensation expense related to the
acceleration of vesting on the unvested options tendered in the
offer, which would otherwise be expensed over their remaining
vesting period in the future if not tendered. This charge will be
reflected in the financial results for the fiscal quarter in which
the tender offer closes, which the Company expects to be the second
fiscal quarter of 2009.
The tender offer is not contingent on any minimum number of
options being tendered. The tender offer is, however, subject to a
number of other terms and conditions as set forth in the offering
documents. Neither the Company�s management nor its Board of
Directors makes any recommendation in connection with the tender
offer.
This press release is for informational purposes only, and is
not an offer to tender or the solicitation of an offer to tender
any stock options for a cash payment. The full details of the
tender offer, including instructions on how to tender options,
along with the related materials, are expected to be delivered
promptly to each holder of eligible options. Each holder of
eligible options should carefully read the tender offer materials,
as they contain important information, including various terms and
conditions of the tender offer. The tender offer statement has been
filed with the securities and exchange commission (the �SEC�) and
is available along with other filed documents for free on the
website of the SEC at www.sec.gov. Copies of the tender offer
statement may�also be obtained on the Company�s website,
www.crocs.com. Eligible holders of eligible options are urged to
carefully read the tender offer statement prior to making any
decision with respect to the tender offer.
About Crocs,�Inc.
Crocs,�Inc. is a designer, manufacturer and retailer of footwear
for men, women and children under the Crocs� brand.
All Crocs� brand shoes feature Crocs� proprietary closed-cell
resin, Croslite�, which represents a substantial innovation in
footwear. The Croslite� material enables Crocs to produce soft,
comfortable, lightweight, superior-gripping, non-marking and
odor-resistant shoes. These unique elements make Crocs� footwear
ideal for casual wear, as well as for professional and recreational
uses such as boating, hiking, hospitality and gardening. The
versatile use of the material has enabled Crocs to successfully
market its products to a broad range of consumers.
Crocs� shoes are sold in 100 countries and come in a wide array
of colors and styles. Please visit www.crocs.com for additional
information.
Forward-looking statements
The matters regarding the future discussed in this news release
include �forward-looking statements� within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to
be materially different from any future results, performances, or
achievements expressed or implied by the forward-looking
statements. These risks and uncertainties include, but are not
limited to, the following: macroeconomic issues, including, but not
limited to, the current global financial crisis, our ability to
obtain adequate financing and other factors described in our annual
report on Form�10-K for the year ended December 31, 2008 under the
heading �Risk Factors� and our subsequent filings with the
Securities and Exchange Commission. Readers are encouraged to
review that section and all other disclosures appearing in our
filings with the Securities and Exchange Commission. We do not
undertake any obligation to update publicly any forward-looking
statements, including, without limitation, any estimate regarding
revenues or earnings, whether as a result of the receipt of new
information, future events, or otherwise.
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