Canada
Callidus Capital Announces Agreement to Sell Bluberi Gaming Canada Inc. to Catalyst Funds and New Date For Shareholders Meeting
Callidus Capital Corporation today announced that it has entered into an agreement with certain investment funds managed by The Catalyst Capital Group Inc. to sell the shares of Bluberi Gaming Canada Inc. owned by Callidus and to assign the debt owing by Bluberi to Callidus and its subsidiary to the Catalyst Funds. The purchase price to be paid by the Catalyst Funds for the shares is $92.7 million, and for the Bluberi Debt is the amount of that debt outstanding on closing.
The purchase price will be satisfied by setting off $92.7 million of the indebtedness of Callidus owing to the Catalyst Funds under Callidus’ subordinated bridge facility and by the Catalyst Funds assuming a portion of the indebtedness owing by Callidus to the lenders under the Company’s collateralized loan agreement equal to the amount of the Bluberi Debt on the Closing Date.
Callidus’ board of directors (the “Board”), having received the unanimous recommendation of the special committee of independent directors of the Board (the “Special Committee”), has unanimously determined (with the Board members nominated by the Catalyst Funds abstaining) that the Bluberi Transaction is in the best interests of the Corporation and that the consideration under the Bluberi Transaction is fair to the shareholders other than the Catalyst Funds and their related parties (the “Minority Shareholders”), and unanimously recommends (with the Board members nominated by the Catalyst Funds abstaining) that the Minority Shareholders vote FOR the Bluberi Transaction.
BDO Canada LLP was retained by the Special Committee to prepare a valuation and fairness opinion, which concluded that as of the date of the opinion, and subject to the assumptions, limitations and qualifications contained therein, the fair market value of the Bluberi shares is between $84.5 million and $100.9 million and that the consideration to be received by Callidus pursuant to the Bluberi Transaction is fair from a financial point of view to the Minority Shareholders. The purchase price for the shares of Bluberi of $92.7 million is the mid-point of the valuation range.
In order to enable shareholders to consider the Bluberi Transaction, Callidus’ shareholders meeting previously scheduled for June 26, 2019 will now be held on July 2, 2019. Callidus and the Catalyst Funds anticipate that, if approved by Minority Shareholders, the Bluberi Transaction will be completed shortly after the shareholders meeting.
Callidus acquired control of Bluberi in February 2017 pursuant to a formal restructuring proceeding in Quebec. Bluberi is a Drummondville, Quebec-based gaming company that specializes in the development of casino games that are installed in electronic gaming machines and leased or sold to a variety of licensed casinos and gaming establishments.
Callidus first approached the Catalyst Funds regarding a potential transfer of Bluberi in March 2019 as a result of regulatory challenges associated with Callidus’ ownership of Bluberi. In particular, regulators in Maryland and certain other states and provinces in which Bluberi operates and intends to operate in the future require extensive disclosure relating to significant shareholders of Callidus on the basis that they are presumed to have influence on the operations of Bluberi.
Callidus understands that Braslyn Ltd. is the holder of approximately 14.5% of the outstanding common shares of the Company and that Braslyn, as a matter of general policy, does not make regulatory filings that might subject it to legal obligations in jurisdictions in which it does not operate.
In the absence of such disclosure by Braslyn, Bluberi is not able to comply with state licensing disclosure requirements or to submit new licensing applications in Maryland and certain other states and provinces. An inability to comply with these requirements limits Bluberi’s current business and growth plans, and negatively impacts Bluberi’s value, operating results and cash flows.
The BDO valuation and fairness opinion assumes that these regulatory requirements will no longer be applicable after June 30, 2019. As the purchase price for the Bluberi shares is equal to the mid-point of BDO’s valuation range, the Special Committee believes that the Bluberi Transaction will allow Callidus to get full value for Bluberi as if the regulatory issues were resolved. In addition to resolving the regulatory issues, the Bluberi Transaction will enable the Company to significantly reduce its debt and focus on its core lending business.
The Catalyst Funds and their affiliates currently own approximately 72.2% of the Company’s common shares. As a result, the Bluberi Transaction is a “related party transaction” and must be approved by a majority of the votes cast at a meeting of shareholders by Minority Shareholders.
Completion of the Bluberi Transaction is subject to certain closing conditions including obtaining third party consents. In the event any required consents in connection with the assignment of the Bluberi Debt are not obtained, the sale of the shares of Bluberi will proceed but the Bluberi Debt will not be assigned and amendments will be made to the loan agreement including to provide for guarantees of the Bluberi Debt by the Catalyst Funds.
The Bluberi Agreement also includes provisions permitting Callidus to solicit other proposals for the acquisition of Bluberi at any time until Minority Shareholders have approved the Bluberi Transaction, and to terminate the Bluberi Agreement if the Corporation accepts a superior proposal or changes its recommendation subject to payment of a termination fee to the Catalyst Funds of $4.64 million. Callidus is also entitled to participate in any after-tax appreciation in value received by the Catalyst Funds if they enter into an agreement to sell Bluberi within six months of closing and that sale is completed within nine months of closing.
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.
Source: Callidus Capital Corporation
Glitnor Group, operating under the LCKY Group in Ontario, has joined the International Betting Integrity Association (IBIA). Glitnor Group’s luckycasino.ca brand sportsbook will feed into IBIA’s world leading betting integrity monitoring platform. The operator joins over 50 companies and 125 leading sports betting brands in IBIA and further cements the association’s position as the leading sports betting integrity monitoring body in Ontario and globally.
David Schwieler LCKY Group CEO, said: “At Glitnor Group, we’re dead serious about keeping our betting games fair and square. That’s why teaming up with IBIA is a big deal for us. We know how crucial it is to protect the spirit of sports, and we’re ready to roll up our sleeves and work closely with the IBIA to make sure sports betting stays exciting, speedy, and above all, fair.”
Khalid Ali, CEO of IBIA, said: “I am delighted to welcome Glitnor Group as IBIA’s latest member in Ontario. Glitnor and IBIA share a common goal to maintain the integrity of the sports betting marketplace and to protecting consumers and sports from match-fixing. Ensuring product integrity is paramount to our approach and we look forward to integrating Glitnor within our leading global sports betting integrity monitoring system.”
IBIA is a not-for-profit body that has no competing conflicts with the delivery of commercial services to other sectors and is run by operators for operators to protect regulated sports betting markets from match-fixing. IBIA’s global monitoring network is a highly effective anti-corruption tool, detecting and reporting suspicious activity in regulated betting markets.
Through the IBIA global monitoring network it is possible to track transactional activities linked to individual customer accounts. IBIA members have over $300bn per annum in betting turnover (handle), accounting for approximately 50% of the global commercial regulated land-based and online sports betting sector, and in excess of 50% for online alone.
IBIA recently released a report on the Availability of Sports Betting Products which highlighted Ontario as a leading regulated gambling jurisdiction, with an expected onshore channelisation for sports betting of 92% in 2024 forecast to rise to 97% in 2028. IBIA currently represents over 60% of the private sports betting operators licensed in the province. All online sports betting operators licensed in Ontario are required to be part of a betting integrity monitoring body.
IBIA’s 2023 annual integrity report detailed 184 alerts reported in the year, which represents a decrease of 101 (or 35%) on the revised 2022 figure of 285 alerts. IBIA alerts contributed to the investigations and subsequent successful sanctioning of 21 clubs, players and officials in 2023, an increase on the 15 sanctioned in 2022.
SOFTSWISS, an iGaming software provider celebrating its 15th anniversary in 2024, has obtained the B2B Tobique Gaming Licence, the first ever issued in the jurisdiction. The Tobique Gaming Commission (TGC) and Differentia Licensing Advisory Group Limited (DLAG), a provider and facilitator to gaming companies for international gaming licences, authorised SOFTSWISS to engage in business activities for one year.
Located in western New Brunswick, Canada, the Tobique First Nation is a sovereign indigenous community issuing online gambling licences through the TGC under the Tobique Gaming Act of 2023. The licence, recognised as the B2B Tobique Gaming Licence, offers businesses the prospect of international operations, facilitating the establishment of a global footprint. The licence covers various categories of real money betting, including sports, casino games and lottery. Its significant advantages include the streamlined application process, reasonable price and quick acquisition.
Yuri Sharapa, Head of Country Projects at SOFTSWISS, comments: “Acquiring a new licence is a remarkable achievement for us, signifying our dedication to offering our clients a diverse range of options. We extend our gratitude to the Tobique Gaming Commission for their trust and stringent standards. We are proud to announce that one of the companies under the SOFTSWISS brand has become the first company to secure the B2B Tobique iGaming Licence.”
“The DLAG team is pleased to announce that the first Tobique Licence has been granted. The Licensee is under the tier-1 international brand, SOFTSWISS, in our industry, recognised for its leading products and services. These are exciting times for both the gaming world and Tobique!” adds Graham Martin, Chairman of DLAG.
SOFTSWISS supplies multiple operators under three international licences: MGA, CGA, and Kahnawake. Additionally, SOFTSWISS has several national licences and certifications, among which the recently obtained South African Licence through the acquisition of Turfsport, a leading South African provider of wagering software with 35 years of experience. Additionally, last year, as part of its strategy to enter regulated markets, the SOFTSWISS Casino Platform and the SOFTSWISS Sportsbook obtained GLI-19 and GLI-33 certifications, respectively.
About SOFTSWISS
SOFTSWISS is an international tech company supplying software solutions for managing iGaming projects. The expert team, which counts over 2,000 employees, is based in Malta, Poland and Georgia. SOFTSWISS holds a number of gaming licences and provides one-stop-shop iGaming software solutions. The company has a vast product portfolio, including the Casino Platform, Game Aggregator, the Affilka affiliate tracking platform, Sportsbook Platform, and Jackpot Aggregator. In 2013, SOFTSWISS was the first in the world to introduce a Bitcoin-optimised online casino solution.
Launch brings Hacksaw Gaming titles to Caesars Palace Online Casino and Caesars Sportsbook & Casino in Ontario
Hacksaw Gaming today announced its first market launch with Caesars Digital in North America, in the regulated iGaming province of Ontario, Canada. The new partnership marks the exciting launch of new games on Caesars Palace Online Casino and Caesars Sportsbook & Casino in the province.
This new partnership, a first between the two companies, will bring familiar titles to online casino players and will be followed by a dedicated roadmap for additional launches in more jurisdictions in 2024, showcasing the entire Hacksaw Gaming catalog. The first release of games includes Hacksaw Gaming classics Wanted Dead or a Wild, RIP City, Hand of Anubis and Mines.
“Forging partnerships with new faces is always an exciting time but the influence of Caesars Digital is one we pride,” the Chief Executive Officer for Hacksaw Gaming, Marcus Cordes, said. “Launching this partnership in Ontario is the perfect place to begin our journey.”
“Hacksaw Gaming brings an exciting catalog of games to our platforms that should provide a thrilling experience for our players,” the Senior Vice-President and Chief iGaming Officer for Caesars Digital, Matthew Sunderland, said. “We’re excited to see how our players engage with this content in Ontario and in jurisdictions in the future through our new partnership.”
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