TORONTO, April 21, 2016 /CNW/ - Callidus Capital
Corporation ("Callidus" or the "Company") (TSX:CBL) today
announced that an issuer bid circular and related documents (the
"Issuer Bid Circular") in connection with its previously announced
substantial issuer bid (the "Offer") will be mailed to shareholders
on April 22, 2016. Under the
Offer, the Company is offering to purchase for cancellation up to
3,571,428 common shares at a purchase price of $14 per common share (the "Purchase Price").
The Offer will expire at 5:00 p.m.
(Toronto time) on May 27, 2016, unless extended or withdrawn by the
Company.
In connection with the Offer, the Board has received a formal
valuation of the common shares (the "Valuation") from National Bank
Financial Inc. ("National Bank Financial") which concludes that,
based on the scope of National Bank Financial's review and subject
to the assumptions, restrictions and limitations provided for
therein, as of April 22, 2016 the
fair market value per common share falls within the range of
$18 to $22.
The Board has also received an opinion (the "Liquidity Opinion")
from National Bank Financial to the effect that, based on and
subject to the assumptions and limitations set out therein, there
was a liquid market for the shares as of March 29, 2016 and that it is reasonable for the
Board to conclude that, following the completion of the Offer in
accordance with its terms, there will be a market for holders of
the shares who do not tender to the Offer that is not materially
less liquid than the market that existed at the time of the making
of the Offer.
National Bank Financial Inc. is independent of the Company for
the purposes of applicable securities laws. A copy of each of
the Valuation and the Liquidity Opinion is included in the Issuer
Bid Circular and a copy of the Valuation is also available at the
Company's profile at www.sedar.com.
The Purchase Price represents a substantial discount to the fair
market value of the shares set out in the Valuation, but a material
premium to the current and historic trading price of the common
shares, and is the price at which the common shares were sold under
the Company's initial public offering. The Purchase Price
represents a premium of 36% over the closing price of the common
shares on the Toronto Stock Exchange (the "TSX") on March 29, 2016, the last trading day before the
announcement of the Offer, and a premium of 53% over the 20 day
volume weighted average trading price of the common shares on the
TSX for the period ending on March 29,
2016.
The Board of Directors strongly recommends that shareholders
review the Valuation and the Issuer Bid Circular in their entirety
before determining whether to participate in the Offer.
The Catalyst Capital Group Inc. ("Catalyst"), the manager of
various funds who own in the aggregate 62.5% of Callidus' common
shares, has advised Callidus that the funds will not tender any of
their holdings to the Offer.
No Solicitation
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Callidus' common shares. The solicitation and the offer to buy
Callidus' common shares will be made only pursuant to the Offer to
Purchase and Issuer Bid Circular and related
documents. Shareholders should carefully read the Offer to
Purchase and Issuer Bid Circular, the related letter of transmittal
and other related documents because they will contain important
information, including the various terms and conditions of the
Offer. The Offer to Purchase and Issuer Bid Circular, the related
letter of transmittal and certain other documents will be delivered
without charge to all shareholders. Offer documents required to be
filed in Canada will be available
without charge at www.sedar.com. Shareholders are urged to read
these materials carefully prior to making any decision with respect
to the Offer.
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 company's assets, its enterprise
value and borrowing needs. Callidus employs a proprietary system of
monitoring collateral and exercising control over the cash inflows
and outflows of each borrower, enabling Callidus to very
effectively manage risk of loss.
SOURCE Callidus Capital Corporation