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Callidus Capital board authorizes substantial issuer bid

CallidusCapital Corp. on March 30 announced that its board approved asubstantial issuer bid of up to C$50 million at a price of C$14 per commonshare, which could result in the repurchase and cancellation of up to 3,571,428common shares if the maximum number of shares is tendered.

In connection with the issuer bid, the board retainedNational Bank Financial Inc. to prepare a formal valuation of the common shares.The board expects the valuation will be filed and the offering documents willbe mailed to shareholders by April 22.

The purchase price was determined based on a number offactors, including a substantial discount to the expected valuation, but a materialpremium to the current and historic trading price of the common shares, and theprice at which the common shares were sold under Callidus' . The purchase price represents apremium of 36% over the closing price of the common shares on the Toronto StockExchange on March 29, and a premium of 53% over the 20-day volume weightedaverage trading price of the common shares on the Toronto Stock Exchange forthe period ending on March 29.

CatalystCapital Group Inc., the manager of various funds who own in theaggregate 62.4% of Callidus' common shares, has advised Callidus that the fundswill not tender any of their holdings to the offer.

In addition, Callidus advises that if, following completionof the offer, the company's shares continue to trade at a significant discountto their value, it may seek to privatize the company.

In order to avoid any perception of conflict, Catalyst hastold the board that it and all funds managed by it will currently abstain frombidding for the roughly 32% of Callidus not owned by them so as to ensure thatif a going private transaction is entertained, it will be pursuant to a processstructured to ensure value maximization for all shareholders, as Catalyst hasno intention of ever selling its interest in the company. Four interestedparties have already approached Callidus, according to a news release.