TORONTO, Dec. 6, 2018 /CNW/ - The Special Committee (the
"Special Committee") of the Board of Directors of Callidus Capital
Corporation ("Callidus" or the "Company") (TSX:CBL) acknowledges
today's announcement by Braslyn Ltd. ("Braslyn") that Braslyn
submitted a non-binding proposal ("Proposal") to the Special
Committee to acquire all the outstanding publicly traded Common
Shares of the Company not already owned by Braslyn and Catalyst
Capital Group Inc. ("CCGI") or funds managed by it for $2.00 per share in cash by way of a board
supported plan of arrangement.
The Special Committee consists of David
Sutin (Chair), Bradley Ashley
and Tibor Donath, each of whom is an
independent director and is not a representative of CCGI. The
Special Committee has been in the process of reviewing, discussing
and negotiating the Proposal with Braslyn since receiving it on
November 28, 2018. The Special
Committee was established in connection with the previously
announced process of soliciting privatization proposals for the
Company. The Special Committee intends to continue to pursue
discussion of the Proposal with Braslyn as well as all available
alternatives to achieve a transaction that is in Callidus' best
interests and maximizes value for its shareholders.
The Proposal is not a binding agreement. The Proposal is
for a board supported plan of arrangement, which would require that
Callidus enter into an agreement respecting the proposed
transaction with Braslyn. The Special Committee will have
oversight of the negotiation of the terms of the transaction and
any such agreement. The Proposal is subject to conditions,
including, among other things, the negotiation and execution of
rollover and support agreements with CCGI. There can be no
assurance that any binding agreement will be entered into by
Callidus with Braslyn or, if entered into, that any conditions in
favour of Braslyn will be satisfied or that Braslyn will complete
any transaction.
To the Company's knowledge, investment funds managed and
controlled by CCGI and its affiliates beneficially own 41,255,776
or approximately 72% of the outstanding Common Shares (such funds,
CCGI and its affiliates collectively referred to as
"Catalyst").
Any plan of arrangement or similar transaction entered into by
Callidus with Braslyn would require approval by the affirmative
vote of (a) at least 66 ⅔% of the votes cast by the holders of
Common Shares, present in person or represented by proxy at a
meeting of shareholders and (b) pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), a majority of the votes cast by holders
of Common Shares present in person or represented by proxy at such
meeting, other than (i) interested parties, (ii) any related party
of an interested party and (iii) any person that is a "joint actor"
(as defined in MI 61-101) with any of the foregoing (referred to as
a "minority approval"). The votes attaching to Common Shares held
by Braslyn and Catalyst and their respective affiliated entities,
and the directors and senior officers of any such entities, would
be excluded from such a minority approval.
If an agreement to undertake a plan of arrangement or similar
transaction is entered into by Callidus with Braslyn, a formal
valuation of the Common Shares is required to be prepared by an
"independent valuator" as defined in MI 61-101. The Special
Committee engaged Blair Franklin Capital Partners Inc. on
July 23, 2018 for the purpose of
preparing a formal valuation if required.
Shareholders will be notified of any binding agreement entered
into by Callidus with Braslyn through a news release in accordance
with applicable securities laws.
Cautionary Statement Regarding Forward Looking
Information
Certain of the statements made and information
contained herein, other than statements of historical fact and
historical information, is "forward-looking information" within the
meaning of applicable securities laws. Implicit in that information
are assumptions and expectations which, although considered
reasonable by us, may prove to be incorrect. Actual future outcomes
and results, including whether a binding agreement is reached with
Braslyn or any other party, whether a transaction and the
definitive documentation relating thereto are agreed to by the
parties and whether the conditions relating to such transaction are
satisfied, are subject to a number of risks and uncertainties,
including the risk that the terms of a transaction and related
agreements cannot be achieved; the risk that conditions of any
transaction agreement, including obtaining minority approval of the
transaction and the absence of any material adverse change, are not
satisfied; risks related to the state of the economy and the
capital markets; and other risks and uncertainties referred to in
the Annual Information Form of the Company dated April 2, 2018 filed on SEDAR. Accordingly,
actual future outcomes and results could differ materially from
what is currently proposed or planned as described herein. Readers
should not place undue reliance on forward-looking statements.
Callidus disclaims any intention or obligation to update or revise
any forward-looking statements or to explain any material
difference between subsequent actual events and such
forward-looking statements, except to the extent required by
applicable law.
About Callidus Capital Corporation
Established in
2003, Callidus Capital Corporation is a Canadian company
that specializes in innovative and creative financing solutions for
companies that are unable to obtain adequate financing from
conventional lending institutions. Unlike conventional lending
institutions who demand a long list of covenants and make credit
decisions based on cash flow and projections, Callidus credit
facilities have few, if any, covenants and are based on the value
of the borrower's assets, its enterprise value and borrowing needs.
Further information is available on our
website, www.calliduscapital.ca.
SOURCE Callidus Capital Corporation