Proposal Would Provide Substantial Premium To Current
Callidus Shareholders
NASSAU, Bahamas, Dec. 6, 2018 /PRNewswire/ -- Braslyn Ltd.
("Braslyn"), a privately held investment company part of the
Tavistock Group, announced the submission of a non-binding proposal
("Proposal") to Callidus Capital Corporation (TSX: CBL)
("Callidus" or "Company") to acquire all the outstanding publicly
traded shares not already owned by itself and Catalyst Capital
Group ("Catalyst") for C$2.00 per
share in cash by way of a board supported plan of
arrangement. This price represents a 22.7% premium to the
closing price of Callidus on the Toronto Stock Exchange on
December 5, 2018.
The Proposal was made in a letter to the Special Committee of
the Board of Directors of Callidus on November 28, 2018. The Proposal is not
conditional on Braslyn raising financing to complete a transaction,
but requires confirmatory due diligence and the entry into rollover
and support agreements with Catalyst.
Braslyn has been a long-term shareholder in the Company and
remains the second largest shareholder after Catalyst. In
addition, Braslyn has been in favor of the Board's efforts to
improve shareholder value. However, during the last two
years, the Board has not been successful in completing the
privatization process and the Company's operations and stock price
have deteriorated.
Braslyn strongly believes that the Proposal is very compelling
for the Callidus shareholders and in the best interests of
Callidus. The C$2.00 per share
represents a 22.7% premium to the Company's closing price on the
Toronto Stock Exchange on December 5,
2018, a 23.1% premium to the 30-day volume weighted average
price on the Toronto Stock Exchange.
As of the date hereof, Braslyn owns and controls a total of
8,293,239 common shares of Callidus, or approximately 14.5% of the
issued and outstanding common shares of Callidus.
Cautionary Statement Regarding Forward Looking Statements and
Regarding the Nature and Legal Effect of the Proposal
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 our Proposal is acted upon by Callidus,
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, and could differ materially from what
is currently proposed or planned as described herein. Accordingly,
readers should not place undue reliance on forward-looking
statements. Braslyn 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.
The Proposal is subject to, among other things, the satisfactory
completion of confirmatory due diligence, the negotiation and
execution of rollover and support agreements with Catalyst, the
negotiation and execution of a definitive agreement on mutually
agreeable terms and the receipt of any necessary corporate and
other third party approvals, including the approval of Callidus's
board of directors and shareholders. No binding obligation will
arise with respect to the proposed transaction unless and until a
definitive agreement with Callidus has been executed and
delivered.
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SOURCE Braslyn Ltd.