Callidus investor Braslyn makes $2 going-private offer
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