TORONTO, Dec. 29, 2016 /CNW/ - Callidus Capital
Corporation (TSX:CBL) ("Callidus" or the "Company") announced today
that upon the terms and subject to the conditions of its
substantial issuer bid (the "Offer"), Callidus has taken up and
accepted for payment an additional 460 common shares (the "Shares")
that were validly deposited to the Offer as of December 29, 2016.
Final Take-Up Under Substantial Issuer Bid
Shareholders had the opportunity to tender Shares until
5:00 p.m. Eastern Time on
December 29, 2016, the expiry date of
the Offer. Following the take-up of these Shares, the
Corporation will have taken up and paid for a total of 2,849,604
Shares under the Offer at $16.50 per
Share, or $47,018,466.
The Company announced the Offer on March
30, 2016 as the Board believed that the trading price of the
Shares did not reflect their underlying value. Since that time
the trading price of the Shares has risen from $10.39 per Share to $18.06 per Share as of the close of trading on
December 28, 2016.
Intention to Undertake a Normal Course Issuer Bid
As previously announced, and subject to the trading range of the
Shares, Callidus currently intends to submit a notice of intention
to undertake a normal course issuer bid ("NCIB") to the Toronto
Stock Exchange ("TSX") in connection with the purchase by Callidus
of up to approximately 2.5 million of its Shares, representing 5%
of the approximately 49.9 million common shares issued and
outstanding as of December 29,
2016. This is approximately the same number of shares that
remained untendered under the now-expired Offer. The NCIB remains
subject to the approval of the TSX and is expected to begin on
January 27, 2017, being twenty
business days after the expiration of the Offer. A further
press release with additional details of the NCIB will be issued
upon approval of the bid by the TSX.
Newton Glassman, Executive
Chairman and CEO commented, "Over a year ago, we announced and
began implementing a multi-stage plan to address a persistent
disconnect between our strong operating performance and share price
performance – first through the NCIB introduced in 2015, the
introduction and multiple increases in the dividend, and the
recently completed SIB. While the share price has improved
during the execution of the plan, we are implementing a new NCIB
because the substantial issuer bid remained unfulfilled, resulting
in insufficient leverage and muted ROE as we held cash to support
the Offer. We believe the NCIB is a far more efficient use of
cash for all continuing shareholders."
The Catalyst Capital Group Inc. ("CCGI"), which manages funds
who indirectly hold approximately 67% of the issued and outstanding
Shares, has advised the Board that it has no current intention of
selling any of the Shares held by it or its funds into the
NCIB.
Formation of a Special Committee
The Company also announced that it has formed a special
committee of independent members of the Board of Directors of the
Company (the "Special Committee") in connection with the previously
announced process of soliciting privatization proposals (the
"Privatization Process"). The formation of the Special
Committee is not in response to any specific proposal received by
the Company or an approach by a third party. While the
Privatization Process is in a very preliminary stage, the Board
unanimously agreed that it was appropriate to establish the Special
Committee at this time to avoid any perceived conflict of interest
in any development or outcome of the Privatization Process.
Privatization Process Update
The Company also provided an update on the previously announced
Privatization Process. The Company has entered into
confidentiality agreements and has begun distributing information
to a number of interested parties. The Privatization Process
remains on track for completion by the end of the second quarter of
2017.
This press release is for information purposes only and is not
an offer to buy or the solicitation of an offer to sell any
Shares.
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. Callidus employs a proprietary system of
monitoring collateral and exercising control over the cash inflow
and outflows of each borrower, enabling Callidus to very
effectively manage any risk of loss. Further information is
available on our website, www.calliduscapital.ca.
SOURCE Callidus Capital Corporation