TORONTO, Oct. 4, 2019 /CNW/ - Callidus Capital Corporation
("Callidus" or the "Company") (TSX:CBL) today announced that it is
filing an amended and restated management information circular (the
"Amended Circular") in connection with a special meeting (the
"Meeting") of holders of Callidus' common shares ("Shareholders").
The Meeting, which was previously scheduled to be held on
October 23, 2019, will now be held on
October 31, 2019 at 2:00 p.m. (Toronto time) at the offices of Fasken
Martineau DuMoulin LLP, 333 Bay Street, Suite 2400, Toronto, Ontario, M5H 2T6.
At the meeting, Shareholders will be asked to approve the
Company's previously announced plan of arrangement with Braslyn
Ltd. under Section 182 of the Business Corporations Act
(Ontario) (the "Transaction")
pursuant to an arrangement agreement dated August 15, 2019.
Callidus has filed the Amended Circular following the grant of
an order by the Ontario Securities Commission to Callidus pursuant
to section 140(2) of the Securities Act (Ontario) to hold confidential certain
information contained in the management information circular filed
on SEDAR on September 24, 2019 (the
"Former Circular"). Such information is not considered by Callidus
or the Special Committee of its Board of Directors to be material
to Shareholders and does not affect the recommendations, analysis
or opinions contained in the Former Circular or the Amended
Circular.
The Transaction is subject to approval of an affirmative vote of
at least two-thirds of the votes cast by the Shareholders present
in person or represented by proxy at the Meeting and a majority of
the votes cast by Shareholders, other than Shareholders whose votes
are required to be excluded for the purposes of "minority approval"
under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions. Further details regarding
the Transaction are included in the Amended Circular, which will be
available under the Company's profile at www.sedar.com.
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 date of the Meeting and
the approval of the Transaction by Shareholders. 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 the Transaction to obtain required
approvals for the Transaction and the 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