Braslyn Discloses All-Cash Proposal for Callidus Capital Corporation for C$2.00 Per Share
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.
SOURCE Braslyn Ltd.
Company Codes: Toronto:CBL
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