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
Canada
Hacksaw Gaming and Caesars Digital Partner to Launch Online Casino Games in Ontario
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.”
Canada
BET99 Partners with U.S. Integrity
U.S. Integrity announced a comprehensive partnership with BET99, a leading online sportsbook in the Canadian market.
“The integrity of the sports betting experience at BET99 is of utmost importance, and we are thrilled to be working with U.S. Integrity as we ensure an optimal and secure online experience for the Canadian market. U.S. Integrity’s proactive approach to maintaining integrity will play an important role in detecting potentially suspicious wagering activity,” Jared Beber, CEO of BET99, said.
U.S. Integrity conducts analysis across dozens of data sets to proactively identify irregular contest-level, officiating & wagering patterns, and will provide integrity monitoring services via its proprietary dashboard to BET99.
“U.S. Integrity is proud to partner with BET99 and assist as they grow their brand across the Canadian regulated sports wagering market. U.S. Integrity’s mission is to provide conflict-free, best in class insights & compliance solutions to our clients. We are looking forward to working with the exceptional team at BET99. All our partners are committed to the highest integrity standards, and they are no exception. These types of partnerships help ensure sports betting integrity and strengthen the unique & proprietary anomaly detection tools we have developed at U.S. Integrity,” Matthew Holt, CEO & co-founder of U.S. Integrity, said.
Canada
Relax Gaming to support Rhino Entertainment Group’s Big Boost
Relax Gaming, the renowned iGaming aggregator and provider of unique content, will power Rhino Entertainment Group’s latest brand, Big Boost.
This is the company’s fifth brand, and is available now in Finland, Norway, and Canada. The group has enjoyed acclaimed success throughout the industry with other brands in its portfolio including Lucky Spins and Casino Days.
Big Boost is a value-driven online casino that offers a wide variety of games, including slots, table games, and live dealer games.
In addition to the array of games, there will also be a variety of other promotions, including daily cashback, raffles and free spins.
Nadiya Attard, CCO of Relax Gaming, commented: “Big Boost is a meticulously designed platform that we believe will give our content extra exposure in key markets such as North America and the Nordics.
“Our long and fruitful partnership with Rhino Entertainment Group makes this new venture all the more exciting and we’re looking forward to seeing our players enjoy even better entertainment experiences.”
Ross Parkhill, CEO of Rhino Entertainment Group, said: “We are excited to launch Big Boost, our newest online casino brand. Big Boost is designed to offer players a great user experience, with a wide variety of games and excellent promotions. We are confident that Big Boost will be a popular choice for players in our markets.”
Established as one of the industry’s leading B2B suppliers, Relax Gaming was awarded GGA’s Product Launch of the Year in February 2023 for Dream Drop Jackpots.
Relax’s Money Train 3 won Slot of the Year at the 2023 CasinoBeats Game Developer Awards, while the brand secured Gold for Skill Games Supplier at the 2023 EGR B2B Awards, along with Innovation in Mobile at the 2023 SBC Awards.
In total, Relax Gaming provides more than 4,000 online casino games, from its high-performing proprietary slots to a significant, varied library of content from hand-picked third-party studios via its partnership programmes.
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