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The Offer will expire at 5:00 p.m. (Toronto time) on May 27, 2016, unless extended or withdrawn by the Company.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.
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
For further information: David Reese, President and Chief Operating Officer, (416) 945-3016, firstname.lastname@example.org, www.calliduscapital.ca