TORONTO, Aug. 15, 2019 /CNW/ - Callidus Capital
Corporation ("Callidus" or the "Company") (TSX:CBL)
is pleased to announce that it has entered into a definitive
agreement (the "Arrangement Agreement") with Braslyn Ltd.
("Braslyn") pursuant to which Braslyn will acquire all of
the issued and outstanding common shares (the "Common
Shares") of the Company held by persons (the "Minority
Shareholders") other than Braslyn, certain investment funds
(the "Catalyst Funds") managed by The Catalyst Capital Group
Inc. ("Catalyst"), Newton
Glassman and James Riley by
way of a court-approved Plan of Arrangement (the
"Transaction") under the Business Corporations Act
(Ontario). Pursuant to the
Transaction, each Common Share held by Minority Shareholders will
be acquired by Braslyn for cash consideration of $0.75. The consideration represents a 62.3%
premium to the 20-day volume weighted average trading price of
Callidus common shares on the Toronto Stock Exchange (the
"TSX") and a 82.9% premium to the closing price of Callidus'
common shares on the TSX, as of August 15,
2019.
As the Catalyst Funds own 41,245,776 Common Shares
(representing approximately 72.2% of the Common Shares), the
Transaction constitutes a "business combination" within the meaning
of Multilateral Instrument 61-101 – Protection of Minority
Securityholders in Special Transactions ("MI
61-101").
The Transaction has been unanimously recommended by a special
committee of independent directors (the "Special Committee")
and has been approved by those directors in their capacity as the
board of directors (the "Board") of the Company (with
Newton Glassman and James Riley, as representatives of Catalyst on
the Board, abstaining). If approved by shareholders, the
transaction is expected to close in the fourth quarter of 2019,
subject to satisfaction of certain customary conditions.
Required Approvals
The Transaction is subject to, among other things, the approval
of holders of Common Shares at a special meeting of shareholders
(the "Meeting"). To be effective, the Transaction must be
approved by a resolution passed at the Meeting by not less than
two-thirds of the votes validly cast by holders of Common Shares,
present in person or by proxy at the Meeting. As discussed below,
the Catalyst Funds and the directors of the Company that own Common
Shares have agreed with Braslyn to vote their Common Shares in
favour of the Transaction, subject to certain conditions.
Pursuant to the "minority approval" requirements of MI 61-101,
the Transaction must also be approved by a simple majority of the
votes validly cast by the Minority Shareholders present in person
or by proxy at the Meeting.
Closing of the Transaction is also subject to certain other
customary conditions, including court approval.
Board Approval and Recommendation
For the purposes of overseeing the privatization process
undertaken by the Company that has led to the Transaction,
negotiating the terms of the Transaction and making a
recommendation in respect of the Transaction to the Board, the
Board formed the Special Committee consisting of all of the
independent directors of the Company.
The Transaction has been unanimously recommended by the Special
Committee. As well, the Transaction together with the Arrangement
Agreement has been approved by those directors in their capacity as
the Board (with Newton Glassman and
James Riley, as representatives of
Catalyst on the Board, abstaining). The Board recommends that
Minority Shareholders vote in favour of the Transaction at the
Meeting. The rationale and principal reasons for the
recommendations of the Special Committee and the Board are set
forth below.
Terms of the Transaction
The terms of the Transaction are set forth in the Arrangement
Agreement and other agreements referred to below. The following
description of certain provisions of the Arrangement Agreement and
Voting Agreements (as defined below) is a summary only, is not
comprehensive and is qualified in its entirety by reference to the
full text of the Arrangement Agreement and Voting Agreements, which
are being filed by the Company on SEDAR and will be available under
the Company's profile at www.sedar.com.
Arrangement Agreement
The Arrangement Agreement provides the agreement of Callidus and
Braslyn to proceed to complete the plan of arrangement to effect
the Transaction, and includes certain covenants and representations
and warranties of each party in favour of the other. The
Arrangement Agreement sets forth conditions to closing of the
Transaction in favour of each party, including, among others:
receipt of required shareholder and court approvals and any
required regulatory approvals; the covenants of the other party
required to have been performed having been performed in all
material respects, and the truth and correctness of the other
party's representations and warranties, in each case, at the time
of closing, subject to certain materiality standards; and in the
case of the conditions in favour of Braslyn, dissent rights not
being exercised in respect of more than 7.5% of the outstanding
Common Shares other than the Common Shares held by Braslyn and its
affiliates, the Catalyst Parties (as defined below) and any
shareholder party to a Voting Agreement, and the absence of any
material adverse change in respect of the Company having
occurred.
The Arrangement Agreement provides that the Company may not
solicit proposals from third parties to enter into certain
specified types of transactions, including a plan of arrangement or
other business combination transaction with the Company, to
purchase a material amount of assets of the Company, or to make a
take-over bid for the Common Shares (an "Acquisition
Proposal"). If the Company receives an unsolicited Acquisition
Proposal that it determines would result in a transaction that is
more favourable from a financial point of view to the Minority
Shareholders than the Transaction, and that meets certain other
specified conditions (a "Superior Proposal"), then subject
to the right of Braslyn to match any Superior Proposal over a
period of 5 business days after receipt of notice of the Superior
Proposal and certain required information (the "Match
Period"), the Board may, subject to certain conditions, change
its recommendation to Minority Shareholders and enter into an
agreement with the party that has made the Superior Proposal, but
may not terminate the Arrangement Agreement. One such condition is
that the Superior Proposal may not require the Company to seek to
interfere with the completion of the Arrangement, including
requiring the Company to postpone or cancel the Meeting.
If the Arrangement Agreement is terminated in certain
circumstances, then Braslyn will be entitled to a termination
payment from the Company of $2,000,000. Instances in which such termination
payment is payable include:
- termination by Braslyn following a change in recommendation to
Minority Shareholders by the Board or Special Committee regarding
the Transaction;
- termination by Braslyn if the Company willfully or
intentionally breaches certain of its covenants in the Arrangement
Agreement; and
- termination of the Arrangement Agreement in certain
circumstances if an Acquisition Proposal has been made or publicly
announced prior to such termination, and either (i) an Acquisition
Proposal is consummated within 270 days following such termination,
or (ii) the Company has entered into a contract in respect of an
Acquisition Proposal in such period of 270 days and subsequently
consummates such Acquisition Proposal.
Voting Agreements
Braslyn has entered into voting support agreements with the
Catalyst Funds, James Riley and a
company controlled by Newton
Glassman (collectively, the "Catalyst Parties") and
each of the members of the Special Committee who owns Common Shares
(collectively and together with the Catalyst Parties, the
"Supporting Parties") providing for, among other
things, and subject to certain exceptions, the agreement of each of
the Supporting Parties to vote their Common Shares at the Meeting
in favour of the Transaction (the "Voting Agreements"). If,
in the period prior to 5:00 p.m. ET
on August 29, 2019 (the
"Specified Time"), the Company is permitted under the terms
of the Arrangement Agreement to engage in discussions or
negotiations with any person regarding an Acquisition Proposal, the
Voting Agreements permit each Supporting Party to engage in those
discussions or negotiations and, provided that the Supporting
Party simultaneously exercises its right to terminate the
Voting Agreement as a result of a Superior Proposal, enter into
agreements with respect to a Superior Proposal.
After the Specified Time, the Voting Agreements restrict
the Supporting Parties from taking any of these actions. As a
result of this restriction, it is unlikely that a third party would
have sufficient time to complete a due diligence review and
negotiate agreements with the Company and the Catalyst Parties on a
timeline that will enable the Company to meet its obligation under
the Arrangement Agreement to provide Braslyn with a matching right
exercisable in the Match Period and allow the third party to enter
into agreements with the Company and the applicable Supporting
Parties, in each case prior to the Specified Time. As a
result, third parties may be discouraged from making a Superior
Proposal.
Shareholders Agreement
Braslyn and Catalyst, on behalf of the Catalyst Parties, have
agreed to enter into a unanimous shareholders agreement with the
Company immediately following the closing of the Transaction (the
"Shareholders Agreement"). The Shareholders Agreement
contains provisions relating to the governance and financing of the
Company, and the parties' interests in the Company, in the period
following the closing of the Transaction. Specific provisions of
the Shareholders Agreement relevant to the Blair Franklin Valuation
(as defined below) and the MPA Fairness Opinion (as defined below)
are discussed below.
Recommendation of the Special Committee
In making its recommendation to the Board, the Special Committee
received the advice and assistance of its legal and financial
advisors and senior management of the Company, considered the
Company's current market price and trading history, and evaluated
the terms of the proposed Transaction and the Company's current
business and financial position. The Special Committee
considered the Company's future plans and prospects, including
potential risks, and took into account the potential effects of the
proposed Transaction on the Company's business. The Special
Committee also considered the potential effects on the Company of
not entering into the Transaction or a transaction with other
parties. The Special Committee unanimously determined that
the consideration to be received by the Minority Shareholders
pursuant to the Transaction is fair to the Minority Shareholders.
Accordingly, the Special Committee unanimously recommended that the
Board approve the Transaction, including the execution, delivery
and performance by the Company of the Arrangement Agreement, and
that the Board recommend to the Minority Shareholders that they
vote in favour of the Transaction. In reaching this determination
the Special Committee considered the procedural elements, benefits
and costs discussed below, among other things.
Financial Advisers to the Special Committee
Blair Franklin Valuation
Blair Franklin Capital Partners Inc. ("Blair Franklin") was retained by the Special
Committee to provide, under the supervision of the Special
Committee, an independent formal valuation prepared in accordance
with MI 61-101. Blair Franklin has
advised the Special Committee that it has no relationship with the
Company, Catalyst, the Catalyst Funds or Braslyn that would
reasonably represent a conflict with its independence status under
Part 6 of MI 61-101.
Among other matters, the Blair Franklin Valuation takes into
account the provisions (the "Specified Provisions of the
Shareholders Agreement") of the Shareholders Agreement, which
takes effect after closing of the Transaction, that provide as
follows: (i) during the twelve months from the date of the
Shareholders Agreement, the Company will use reasonable efforts to
sell certain of its wholly-owned subsidiaries on commercially
reasonable terms and Braslyn will be entitled to 15% of the net
proceeds of such asset sales following payment of certain amounts
held in trust for the Catalyst Funds; (ii) the conversion on the
date 12 months after the date of the Shareholders Agreement of
outstanding amounts owing by Callidus to the Catalyst Funds under
the subordinated credit facility and the Preferred Shares of
Callidus held by the Catalyst Funds into Common Shares of Callidus
representing 85% of the then-outstanding Common Shares; (iii) the
termination of certain guarantees to Callidus by the Catalyst
Funds; and (iv) the participation by Braslyn pro rata to its 15%
equity in a $20 million liquidity
facility to be provided to Callidus as part of the Transaction.
Blair Franklin has advised the
Special Committee that, if its analysis were to be conducted
without taking into account provisions of the Shareholders
Agreement, the value attributable to holders of Common Shares would
be negative and, accordingly, the valuation range would be
materially below the Transaction price of $0.75 per Common Share.
Blair Franklin has advised the
Special Committee that it is obligated to consider the implications
of the Shareholders Agreement as part of its valuation analysis
pursuant to MI 61-101.
Accordingly, Blair Franklin has
delivered its oral valuation opinion to the Special Committee on
August 15, 2019, which reflected the
determination that, as of August 15,
2019, subject to the assumptions, limitations and
qualifications contained therein (including the effect of the
Shareholders Agreement) the fair market value of the Common Shares
was between $1.55 and $2.40 per Common Share (the "Blair Franklin
Valuation").
MPA Fairness Opinion
The Special Committee engaged MPA Morrison Park Advisors Inc.
("MPA") as an independent financial advisor following its
discussions with Blair Franklin
regarding the approach Blair
Franklin contemplated taking with respect to inclusion of
adjustments to fair value arising from the Shareholders Agreement
to be entered into at closing of the Transaction. MPA was
retained by the Special Committee to provide its opinion as to the
fairness, from a financial point of view, of the consideration to
be provided to the Minority Shareholders pursuant to the
Transaction (the "MPA Fairness Opinion"). The Company
has agreed to pay MPA a fixed fee for providing the MPA Fairness
Opinion, irrespective of whether the Transaction is completed and
irrespective of MPA's conclusions with respect to the fairness of
the consideration to be provided to Minority Shareholders pursuant
to the Transaction. MPA is not entitled to any fee that is
contingent on successful completion of the Transaction. MPA
orally delivered the MPA Fairness Opinion on August 15, 2019.
As part of its analysis of fairness, MPA considered that
Catalyst has made certain acknowledgements and representations to
the Special Committee and MPA, including that (i) the terms of the
Transaction are anticipated by Catalyst to be more favourable in
aggregate to the Catalyst lenders than the expected aggregate net
benefits to the Catalyst lenders of the exercise of their rights
and remedies pursuant to the Catalyst Loans (as defined below); and
(ii) the Catalyst Funds will not undertake an alternative
transaction to the Transaction with any other person on the same or
better terms than those negotiated with Braslyn for the
Transaction, in each case based on its consideration of the
applicable circumstances (the "Catalyst
Acknowledgements").
MPA also considered the terms and conditions of the Shareholders
Agreement, including, without limitation, the Specified Provisions
of the Shareholders Agreement. In light of the Catalyst
Acknowledgements, MPA concluded that the consideration to be
provided to Braslyn under the Shareholders Agreement by the
Catalyst Funds, including by virtue of the actions to be taken by
Catalyst as referred to in the Specified Provisions of the
Shareholders Agreement, is not an asset of Callidus and does not
represent value available to Minority Shareholders.
For the reasons set out in the MPA Fairness Opinion and based on
the analysis, assumptions, limitations and qualifications contained
therein, MPA has concluded that as of August
15, 2019 (i) the consideration available to Minority
Shareholders under the Transaction is greater than the value that
could be achieved by the Minority Shareholders under any other
feasible alternative currently available to the Company, and (ii)
the benefits and other consideration to be received by Braslyn
under the Shareholders Agreement does not compromise the fairness,
from a financial point of view, of the consideration to be received
by the Minority Shareholders pursuant to the Transaction, having
regard to the consideration being given, and risks assumed, by
Braslyn. Accordingly, MPA has provided its oral opinion to
the Special Committee that the consideration to be received by the
Minority Shareholders pursuant to the Transaction is fair, from a
financial point of view, to the Minority Shareholders.
MPA has advised the Special Committee that it has no
relationship with the Company, Catalyst, the Catalyst Funds or
Braslyn that would reasonably represent a conflict with its
independence status as defined under Part 6 of MI 61-101.
Reasons for Special Committee Recommendation
In recommending the Transaction, the Special Committee and the
Board considered and evaluated a number of factors, including:
- Premium to Market Price. The consideration to be
received by Minority Shareholders pursuant to the Transaction
represents a 82.9% premium to the closing price of the Common
Shares on the TSX on August 15, 2019
and a 62.3% premium to the 20-day volume weighted average price of
the Common Shares on the TSX as at such date.
- Certainty of Value and Liquidity. The
consideration to be paid pursuant to the Transaction is all cash,
which allows Minority Shareholders to immediately realize value for
all of their investment, and provides certainty of value and
immediate liquidity.
- Financial Performance of the Company. The
Special Committee considered the decline in the financial
performance of the Company as a result of its significant operating
losses and negative cash flows from operations in the preceding two
years, and the significant risk of ongoing deterioration in its
financial performance. As a result of its declining financial
performance, the Company has required ongoing funding by way of
loans (the "Catalyst Loans") and support from the Catalyst
Funds, which the Company is currently unable to repay or
refinance. As at August 8,
2019, the aggregate indebtedness of the Company under the
Catalyst Loans was approximately $421 million. Catalyst has
advised the Special Committee that, in the absence of the
Transaction being completed, it will not grant further extensions
of the repayment of the Catalyst Loans or renew the Catalyst Loans
beyond their required repayment date of September 30, 2020. Further, the Special
Committee does not believe that the Company would be able to
independently raise the capital required to fund such repayment.
The Special Committee therefore believes that there is a
significant risk that the Catalyst Loans will be due and payable on
September 30, 2020 and that, as the
Company would be unable to fund such repayment, Catalyst would
exercise its rights and remedies under the Catalyst Loans.
Inevitably, that would lead to the insolvency and/or liquidation of
the Company. In such circumstances, the Special Committee considers
it unlikely that the Callidus shareholders (including Braslyn)
would receive any value for their Common Shares.
- The Failure of the Privatization Process to Surface Other
Acquisition Proposals. The Special Committee considered the
nature and extent of the lengthy process undertaken to
privatize Callidus or otherwise restructure the equity and debt
interests in Callidus, and the failure of that process to surface
an interested party willing to commit to a transaction other than
Braslyn. In particular, having regard to (i) the public disclosure
of the Company's efforts, together with its financial advisers, to
undertake a privatization process over a lengthy period of time
beginning on September 30, 2016, (ii)
the press releases of Braslyn and the Special Committee dated
December 6, 2018 relating to a
non-binding proposal by Braslyn to acquire the Common Shares held
by Minority Shareholders, (iii) the absence of any other party
having made an alternate acquisition or other proposal or having,
to the knowledge of the Company, a significant interest in the
outstanding Common Shares, (iv) Catalyst's indication to the
Special Committee that it would be unwilling to sell the interests
of the Catalyst Funds in the Common Shares at a price near the
current market price, and (v) the need for any party that was
interested in making an acquisition proposal to achieve agreement
with Catalyst regarding the terms on which the Company would be
governed and how their respective interests in the Company would be
managed following completion of a transaction, the Special
Committee concluded that there is very limited likelihood that any
other party would propose an alternative transaction to the
Transaction.
- MPA Fairness Opinion. The Special Committee
considered the MPA Fairness Opinion and concurred with its
conclusions, including that the consideration to be provided to
Braslyn under the Shareholders Agreement by the Catalyst Funds is
not an asset of Callidus and does not represent value available to
Minority Shareholders. The Special Committee has relied on the MPA
Fairness Opinion that, as of the date thereof, and subject to the
assumptions, limitations and qualifications contained therein, the
consideration to be received by Minority Shareholders pursuant to
the Transaction is fair from a financial point of view to the
Minority Shareholders.
- The Position of Braslyn. The Special Committee
considered the unique circumstances of Braslyn and its
possible motivation to undertake the Transaction, principally being
its position as a significant shareholder of Callidus, and as well,
the Special Committee's understanding of Braslyn's business
experience relevant to the business of the Company and Braslyn's
banking and other relationships that it would be able to extend to
Callidus upon completion of the Transaction. The Special Committee
also considered the risk that a further decline in the operating
results and financial performance of Callidus might cause Braslyn
to propose amendments to the terms of the Transaction that would be
adverse to the interests of the Company and/or the Minority
Shareholders, or even to withdraw its participation in the
Transaction altogether. The Special Committee considered its
inability to negotiate improved terms of the Transaction from
Braslyn for the benefit of the Company and Minority Shareholders,
notwithstanding its repeated efforts.
- The Position of Catalyst. Catalyst has advised
the Special Committee that the terms of the Transaction, including
the terms of the Shareholders Agreement, are anticipated by
Catalyst to be more favourable in aggregate to the Catalyst Funds
as lenders under the Catalyst Loans than the expected aggregate net
benefits to the Catalyst Funds of exercising their rights and
remedies pursuant to the Catalyst Loans or than any other
alternative transaction. Catalyst has further advised the Special
Committee, in response to repeated requests by the Special
Committee, that it is not prepared to contribute additional funds
to the Company, arrange for the Catalyst Parties to make an offer
for the shares held by the Minority Shareholders, convert the
Catalyst Loans to Common Shares, accept conveyance of assets in
repayment of the Catalyst Loans, or otherwise improve the terms of
the Transaction for Minority Shareholders. Catalyst has advised the
Special Committee that the Catalyst Funds are providing
consideration to Braslyn under the Shareholders Agreement in order
to induce Braslyn to undertake the Transaction so that the Minority
Shareholders will have the opportunity of receiving a cash offer
for their Common Shares. The Special Committee recognized that the
consideration to be provided by Catalyst to Braslyn under the
Shareholders Agreement at closing of the Transaction has resulted
in an opportunity for Minority Shareholders to receive value for
their Common Shares that would otherwise not be expected to be
available.
- Shareholder and Court Approval Required. The
Board and Special Committee considered the following rights and
approvals which protect Minority Shareholders:
-
- the Transaction requires approval of a majority of the votes
cast at the Meeting by Minority Shareholders, and the Minority
Shareholders are therefore able to determine whether the
Transaction is acceptable and is to proceed;
- the Transaction must be court-approved, and the court will
consider, among other things, the fairness of the Transaction to
Minority Shareholders; and
- Minority Shareholders have been provided with the right to
exercise dissent rights in respect of the Transaction.
- Likelihood of Completion. The Special Committee
considered the likelihood that the Transaction would be completed
in light of the customary nature of the conditions to closing under
the Arrangement Agreement and the fact that the Arrangement is not
subject to a financing condition.
Based on its consideration of the foregoing and all other
circumstances, which will be set forth in further detail in the
Proxy Circular, the Special Committee concluded that completion of
the Transaction is in the Company's best interests, that the
consideration to be received by Minority Shareholders pursuant to
the Transaction is fair to the Minority Shareholders and that the
Transaction is fair to Minority Shareholders. The Special Committee
therefore determined to recommend to the Board that it approve the
Company entering into the Arrangement Agreement and that the Board
recommend that Minority Shareholders vote in favour of the
Transaction at the Meeting.
Approval of the Transaction by the Board
At the meeting of the Board on August 15,
2019, based on its consideration of the Blair Franklin
Valuation, the MPA Fairness Opinion and the report and
recommendation of the Special Committee, the Board (constituted as
described above, with Newton
Glassman and James Riley
having declared their interest in the Transaction as
representatives of Catalyst and having abstained from voting)
determined to adopt the conclusions and recommendations of the
Special Committee. As a result, the Board approved the Company
entering into the Arrangement Agreement and determined to recommend
that Minority Shareholders vote in favour of the Transaction at the
Meeting.
Public Filings
Full details of the Transaction, including a copy of the Blair
Franklin Valuation and the MPA Fairness Opinion, will be included
in the management information circular (the "Proxy
Circular") to be mailed to shareholders in connection with the
Meeting in accordance with applicable securities law. The Proxy
Circular will provide shareholders with important information about
the Transaction, and shareholders are encouraged to read it in its
entirety when available. The Arrangement Agreement and the Voting
Agreements are being filed by Callidus on SEDAR and will be
available under the Company's profile at www.sedar.com. The
description of the Transaction and these agreements in this press
release is qualified in its entirety by reference to the complete
text of the Arrangement Agreement and the Voting Agreements.
Forward-Looking Statements
This press release contains forward-looking information within
the meaning of applicable securities laws ("forward-looking
statements"), including forward-looking statements relating to
the ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary regulatory, court and shareholder
approvals; the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Transaction; the
consequences of completion of the Transaction; and other
expectations and assumptions concerning the Transaction, including
the expected timing for completing the Transaction. Such
forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, performance or achievements to differ materially
from the anticipated results, performance or achievements or
developments expressed or implied by such forward-looking
statements. Such factors include, but are not limited to, the
failure of the parties to obtain the necessary Minority
Shareholder, regulatory and court approvals, or to otherwise
satisfy the conditions to the completion of the Transaction, in a
timely manner, or at all; the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Arrangement Agreement; significant transaction costs and unknown
liabilities; and other risks, factors and assumptions discussed in
the section entitled, "Risk Factors" in the Annual Information Form
of the Company dated April 1, 2019
and other documents filed by the Company with the Ontario
Securities Commission and other securities regulators across
Canada. If any such risks actually
occur, they could impact the potential for discussion, agreement or
completion of the Transaction and/or materially adversely affect
the Company's business, financial condition or results of
operations. In that case, the trading price of the Company's common
shares could decline, perhaps materially. Readers are cautioned not
to place undue reliance upon any such forward-looking statements,
which speak only as of the date made. Forward-looking statements
are provided for the purposes of providing information about
management's current expectations and plans relating to the future.
Readers are cautioned that such information may not be appropriate
for other purposes. The Company does not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in the Company's expectations or any change in events, conditions
or circumstances on which any such statement is based, except as
required by law.
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. Further information is available on our
website, www.calliduscapital.ca.
SOURCE Callidus Capital Corporation