Braslyn Ltd has submitted a non-binding proposal to acquire the outstanding shares of Toronto-based specialty lender Callidus Capital Corp (TSX: CBL) not already held by it and Catalyst Capital Group.
Braslyn proposes to buy the shares for $2 per unit. A Globe and Mail report said this values Callidus at about $114 million, excluding debt.
Braslyn is an affiliate of Bahamian private investment firm Tavistock Group. It said Callidus’ board has not been successful in privatizing the company and that operations and the stock price have deteriorated.
Catalyst said in a statement it does not intend to tender shares to the offer. The Canadian private equity firm owns a 72 percent interest in Callidus.
Braslyn Discloses All-Cash Proposal for Callidus Capital Corporation for C$2.00 Per Share
Proposal Would Provide Substantial Premium To Current Callidus Shareholders
NASSAU, Bahamas, Dec. 6, 2018 /PRNewswire/ — Braslyn Ltd. (“Braslyn”), a privately held investment company part of the Tavistock Group, announced the submission of a non-binding proposal (“Proposal”) to Callidus Capital Corporation (TSX: CBL) (“Callidus” or “Company”) to acquire all the outstanding publicly traded shares not already owned by itself and Catalyst Capital Group (“Catalyst”) for C$2.00 per share in cash by way of a board supported plan of arrangement. This price represents a 22.7% premium to the closing price of Callidus on the Toronto Stock Exchange on December 5, 2018.
The Proposal was made in a letter to the Special Committee of the Board of Directors of Callidus on November 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 in the Company and remains the second largest shareholder after Catalyst. In addition, Braslyn has been in favor 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 shareholders and in the best interests of Callidus. The C$2.00 per share represents a 22.7% premium to the Company’s closing price on the Toronto Stock Exchange on December 5, 2018, a 23.1% premium to the 30-day volume weighted average price on the Toronto Stock Exchange.
As of the date hereof, Braslyn owns and controls a total of 8,293,239 common shares of Callidus, or approximately 14.5% of the issued and outstanding common shares of Callidus.
Source: Braslyn Ltd