TORONTO, Nov. 5, 2019 /CNW/ - Callidus Capital
Corporation (TSX: CBL) ("Callidus" or the "Company") announced
today that it has completed the previously announced plan of
arrangement (the "Arrangement") under Section 182 of the
Business Corporations Act (Ontario) (the "OBCA"), pursuant to which
Braslyn Ltd. (the "Purchaser") acquired all of the issued and
outstanding common shares in the capital of the Company (the
"Shares") other than Shares held by the Purchaser, certain
investment funds managed by The Catalyst Capital Group Inc.,
FigCorp Ltd. (a company controlled by Newton Glassman) and James Riley for a purchase price of CAD$0.75 per Share.
In addition, pursuant to the Arrangement: (i) each deferred
share unit of Callidus outstanding immediately prior to the
effective time of the Arrangement (whether vested or unvested) was
deemed to be assigned and transferred by the holder thereof to
Callidus in exchange for a cash payment equal to C$0.75, less applicable withholdings; and (ii)
each option to purchase Shares of Callidus was deemed to be
assigned and transferred by the holder thereof to Callidus for no
consideration (as the exercise price of each such option exceeded
the consideration to otherwise be received).
Callidus intends to cause the Shares to cease to be listed on
the Toronto Stock Exchange and has submitted applications to cease
to be a reporting issuer under applicable securities laws and to
cease to be an offering corporation under the OBCA.
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.
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 delisting from the Toronto
Stock Exchange and ceasing to be a reporting issuer and offering
corporation. 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 risks, factors and assumptions discussed in the
section entitled, "Risk Factors" in the Annual Information Form of
the Company dated April 1, 2019 and
in the section entitled "Risk Factors" in the amended and restated
management information circular of the Company dated September 17, 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 Arrangement and/or materially adversely affect the Company's
business, financial condition or results of operations. 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.
SOURCE Callidus Capital Corporation