Braslyn Ltd made a non-binding proposal to acquire additional 13.3% stake in Callidus Capital Corporation (TSX:CBL) for CAD 15.1 million on November 28, 2018. Callidus’ shareholders will receive CAD 2 per share as cash consideration. Braslyn Ltd entered into a definitive agreement to acquire 13.3% stake in Callidus Capital Corporation (TSX:CBL) from minority shareholders for CAD 5.7 million on August 15, 2019. Pursuant to the agreement, minority shareholders of Callidus will receive CAD 0.75 per share as consideration. Callidus will pay termination fee of CAD 2 million to Braslyn if the agreement is terminated. The transaction is subject to, among other things, the satisfactory completion of confirmatory due diligence, the negotiation and execution of rollover and support agreements with The Catalyst Capital Group Inc., the negotiation and execution of a definitive agreement on mutually agreeable terms and the receipt of any necessary corporate and other third party approvals, including the approval of Callidus's Board of Directors and shareholders, dissent rights not having been exercised with respect to more than 7.5% of the issued and outstanding common shares. The transaction is not conditional on Braslyn Ltd raising financing to complete a transaction. As of August 15, 2019, the transaction has been unanimously recommended by a special committee of independent directors and has been approved by the board of directors of Callidus Capital. The transaction remains subject to satisfaction of certain customary conditions, including court approval and any required regulatory approvals. As of September 17, 2019, the Ontario Superior Court of Justice has granted an interim order in connection with the transaction. A special meeting of the shareholders of Callidus Capital will be held on October 23, 2019 to approve the transaction. As of October 4, 2019, the meeting of the shareholders of Callidus Capital will be held on October 31, 2019. As of October 31, 2019, the transaction was approved by the shareholders of Callidus Capital. 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. Callidus has formed a special committee for the purpose of evaluating the deal. The transaction is expected to close in the fourth quarter of 2019. As of September 24, 2019, the transaction is expected to close on or about October 28, 2019. As of October 31, 2019, the transaction is expected to be completed on or around November 5, 2019.   Gagnier Communication acted as legal advisor to Callidus Capital Corporation. Blair Franklin Capital Partners Inc. provided an independent formal valuation to special committee of Callidus. MPA Morrison Park Advisors Inc. acted as fairness opinion provider to special committee of Callidus. Amanda Linett and Alexander Rose of Stikeman Elliott LLP acted as legal advisors for Braslyn Ltd. Jon Levin of Fasken Martineau DuMoulin LLP and Chris Hewat and Ryan A. Morris of Blake, Cassels & Graydon LLP acted as legal advisors to Callidus Capital Corporation. Computershare Investor Services Inc. acted as depositary in the transaction. Braslyn Ltd completed the acquisition of an additional 13.3% stake in Callidus Capital Corporation (TSX:CBL) on November 5, 2019. Callidus intends to cause the shares to cease to be listed on the Toronto Stock Exchange and has submitted applications for same.