Cal­lidus in­vestor Braslyn makes $2 go­ing-pri­vate of­fer

Stockwatch Daily - - FINANCE - An anony­mous di­rec­tor re­ports

BRASLYN LTD. has sub­mit­ted a non-bind­ing pro­posal to Cal­lidus Cap­i­tal Corp. to ac­quire all the out­stand­ing pub­licly traded shares not al­ready owned by it­self and Cat­a­lyst Cap­i­tal Group for $2 per share in cash by way of a board-sup­ported plan of ar­range­ment. This price rep­re­sents a 22.7-per-cent premium to the clos­ing price of Cal­lidus Cap­i­tal on the Toronto Stock Ex­change on Dec. 5, 2018.

The pro­posal was made in a let­ter to the spe­cial com­mit­tee of the board of di­rec­tors of Cal­lidus Cap­i­tal on Nov. 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 of the com­pany and re­mains the sec­ond-largest share­holder (after Cat­a­lyst). In ad­di­tion, Braslyn has been in favour 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 Cap­i­tal share­hold­ers and in the best in­ter­ests of Cal­lidus Cap­i­tal. The per-share price of $2 rep­re­sents a 22.7-per-cent premium to the com­pany’s clos­ing price on the TSX on Dec. 5, 2018, and a 23.1-per-cent premium to the 30-day vol­ume-weighted av­er­age price on the TSX.

As of the date hereof, Braslyn owns and con­trols a to­tal of 8,293,239 com­mon shares of Cal­lidus Cap­i­tal, or ap­prox­i­mately 14.5 per cent of the is­sued and out­stand­ing com­mon shares of Cal­lidus Cap­i­tal.

We seek Safe Har­bor.

Bradley Wayne Ash­ley, Ti­bor Donath, New­ton Ger­shon Zev Glass­man, James Al­bert Ri­ley, David Earl Sutin

(CBL) Shares: 57,121,422

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