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Callidus Capital Announces Agreement to Sell Bluberi Gaming Canada Inc. to Catalyst Funds and New Date For Shareholders Meeting

George Miller

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Callidus Capital Announces Agreement to Sell Bluberi Gaming Canada Inc. to Catalyst Funds and New Date For Shareholders Meeting
Reading Time: 4 minutes

 

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

George Miller started his career in content marketing and has started working as an Editor/Content Manager for our company in 2016. George has acquired many experiences when it comes to interviews and newsworthy content becoming Head of Content in 2017. He is responsible for the news being shared on multiple websites that are part of the European Gaming Media Network.

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Canada

SIGA Reports US$262 Million Revenue for 2018–2019

Niji Narayan

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SIGA Reports US$262 Million Revenue for 2018–2019
Photo Source: paintedhandcasino.ca
Reading Time: 1 minute

 

The Saskatchewan Indian Gaming Authority (SIGA) has reported a profit for its casinos in 2018–2019. The seven casinos operated by SIGA had profits of CAD$82.5 million last year and revenues of CAD$262 million.

SIGA’s CEO Zane Hansen said: This performance is credited to the frequent and loyal patrons and “hard work” from employees for the successful year.

SIGA operates the Bear Claw Casino near Carlyle, Dakota Dunes Casino near Saskatoon, Gold Horse Casino in Lloydminster, Gold Eagle Casino in North Battleford, Living Sky Casino in Swift Current, Northern Lights Casino in Prince Albert and the Painted Hand Casino in Yorkton.

Half of the profits go into the First Nations Trust fund, which then goes to bands in the province, 25% of the profits go into the Saskatchewan General Revenue Fund and the remaining 25% is shared with regional Community Development Corporations.

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Canada

Bojoko heads to Canada…

George Miller

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Bojoko heads to Canada
Reading Time: 2 minutes

 

The hugely popular online casino comparison site launches in Canada with a completely localised offering

 

Bojoko, the hugely popular online casino comparison site, has launched in Canada for the very first time after enjoying massive success in the UK market.

Bojoko is the Airbnb of the online casino world and allows operators and game developers to upload their own listings which players then rate and review.

Good Game Limited, the company behind Bojoko, has been preparing to launch in Canada for more than two years and enters the market with a completely localised offering.

This includes partnering with licensed online casinos that offer dedicated promotions and bonuses to Canadian players and that offer localised payment options.

All content on the Bojoko website has also been re-written in Canadian English, and all currencies are in Canadian dollars, too.

Bojoko is now calling on online casino operators that accept players from Canada to post their listings and allow players to start rating and reviewing their sites.

Players that sign up to Bojoko can take advantage of exclusive offers and promotions, be notified of any news and updates and “follow” their favourite casinos and game developers.

Joonas Karhu, Chief Business Officer at Bojoko, said: “Bojoko is just what online casino players in Canada need. It is a place where they can find reputable brands and discover the best bonuses and promotions available to them.

“Bojoko has proved to be very successful in the UK by allowing operators to upload their own profiles which are then rated and reviewed by players. We believe this formula will be just as popular in Canada and look forward to welcoming Canadian players to our growing community.”

Bojoko’s Canada launch kick-starts the brand’s expansion into international markets, with plans to go live in additional online casino jurisdictions later this year.

 

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Canada

Canada Amends the Criminal Code Offence of Money Laundering

Niji Narayan

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Canada Amends the Criminal Code Offence of Money Laundering
Photo Source: theguardian.pe.ca
Reading Time: 1 minute

 

The Government of Canada has amended the Criminal Code offence of money laundering. The regulation changes criminalise moving money on behalf of someone despite money laundering suspicions.

“This change modernises Canada’s money laundering criminal offences to be consistent with key allies (e.g. U.K. and Australia) and provides an additional tool to disrupt and more effectively investigate and prosecute money laundering, particularly when dealing with sophisticated actors such as professional launderers,” Finance Department spokesman Greg Sommerville said.

Canada also considers other recommendations produced in the past 18 months. 120 recommendations were filed, but only 19 have been approved so far.

“Canada has fallen so far behind for so many years, we’re playing catch-up,” James Cohen, executive director of Transparency International Canada said.

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