Canadian specialty lender Callidus Capital Corp (TSX: CBL) said its board of directors has decided to begin a process of soliciting privatization proposals with the support of a financial advisor. Callidus said the decision is the result of a “persistent discount” in its shares. Canadian private equity firm Catalyst Capital Group, which currently holds about 65 percent of the Toronto-based company’s issued and outstanding shares, said it has “no current intention” to sell its interest or bid for shares it does not already hold. Callidus went public in April 2014.
Callidus Capital Corporation Extends Substantial Issuer Bid and Announces Board of Directors’ Intention to Engage External Advisors to Explore Privatization of the Company
TORONTO, Sept. 30, 2016 /CNW/ – Callidus Capital Corporation (TSX:CBL) (“Callidus” or the “Company”) announced today that it will extend its substantial issuer bid (the “Offer”) for the purchase and cancellation by Callidus of up to 3,571,428 of its outstanding common shares (the “Shares”) at $16.50 per share, from its shareholders. The Offer is currently scheduled to expire at 5:00 p.m. (Toronto time) on September 30, 2016. Callidus is extending the Offer to 5:00 p.m. (Toronto time) on October 31, 2016, as may be further extended or withdrawn by the Corporation. As at September 29, 2016, the Company had taken up and paid for 1,900,554 shares under the Offer. Callidus will mail a notice of variation and extension to its shareholders, setting out the new expiry date of the Offer.
As previously disclosed, in connection with the Offer, the Board received a formal valuation of the Shares (the “Valuation”) from National Bank Financial Inc. (“NBF”) which concludes that, based on the scope of NBF’s review and subject to the assumptions, restrictions and limitations provided for therein, as of April 22, 2016 the fair market value per Share falls within the range of $18 to $22.
The Company had previously announced that if its shares continue to trade at a significant discount to their fair market value, it might seek to privatize the Company. In consideration of this persistent discount, the Company has also announced that the Board of Directors has determined to commence the process of soliciting privatization proposals for the Company and is in the process retaining a financial advisor to assist with that process.
Newton Glassman, Executive Chairman commented, “We have previously outlined a four stage process we would pursue to eliminate the persistent discount on our shares. We have undertaken a normal course issuer bid, the implementation of a dividend, and a substantial issuer bid. Despite these steps, the Company’s strong operating and financial performance, and the restart of growth in the loan portfolio, Callidus shares continue to trade at a significant discount. Accordingly, our Board has determined to explore the possibility of a privatization of the Company with a view to maximizing value for all shareholders, and will be hiring advisors to assist in that regard.”
There can be no certainty that a privatization transaction will be proposed. If one is proposed, there is no certainty as to what price may be offered or whether that price will be acceptable or within the range of fair value. As well, there is no certainty as to the timing of any such transaction.
The Catalyst Capital Group Inc. (“CCGI”), who indirectly holds approximately 65% of the issued and outstanding Shares, has advised the Board that it has no current intention of selling any of the Shares held by it or its funds nor does it intend to bid for the shares they do not already own.
This press release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any Shares.
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. Callidus employs a proprietary system of monitoring collateral and exercising control over the cash inflow and outflows of each borrower, enabling Callidus to very effectively manage any risk of loss. Further information is available on our website, www.calliduscapital.ca.
For further information: Paula Myson | (416) 945-3226 | email@example.com
Photo courtesy of Reuters/Mark Blinch