TORONTO, Oct. 31, 2019 /CNW/ - Callidus Capital
Corporation (TSX: CBL) ("Callidus" or the "Company") today
announced the voting results of its special meeting (the "Meeting")
of holders of common shares (the "Shareholders") held on
October 31, 2019. At the Meeting,
Shareholders passed a special resolution (the "Arrangement
Resolution") approving a statutory plan of arrangement (the
"Arrangement") under section 182 of the Business Corporations
Act (Ontario) as contemplated
by an arrangement agreement dated August 15,
2019 between Callidus and Braslyn Ltd. (the "Purchaser")
involving, among other things, the acquisition by the Purchaser of
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.
The Arrangement Resolution required the approval of: (i) at
least two-thirds of the votes cast by Shareholders; and (ii) at
least a simple majority of the votes cast by Shareholders,
excluding the votes cast by certain persons whose votes were
required to be excluded pursuant to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special
Transactions ("MI 61-101").
Shareholders approved the Arrangement Resolution with
approximately 99.07% of the votes cast at the Meeting in favour of
the Arrangement (78.65% excluding the votes of certain persons in
accordance with MI 61-101).
Callidus will be seeking a final order from the Ontario Superior
Court of Justice (Commercial List) with respect to the Arrangement
on November 4, 2019 and the
Arrangement is expected to be completed on or around November 5, 2019.
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 receipt of the final order
from the Ontario Superior Court of Justice (Commercial List) and
the completion of the Arrangement. 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. In that
case, the trading price of the Company's common shares could
decline, perhaps materially. 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