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

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

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Callidus Capital Announces Agreement to Sell Bluberi Gaming Canada Inc. to Catalyst Funds and New Date For Shareholders Meeting

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Mercedes-Benz launches a Russia-based esports campaign together with Publicis Sport & Entertainment and ESforce Holding

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A premium automotive brand Mercedes-Benz announced the start of the Most Valuable Fan campaign aimed at Russian esports fans. As part of the campaign, a national fan competition will take place throughout August, September and October, culminating at a special event in Moscow during ESL One Hamburg 2019 playoffs. Following the outcome of the vote among the esports community and members of the jury, the chosen fan will receive the title of the Most Valuable Fan and a Mercedes-Benz A-Сlass vehicle.

This partnership between Mercedes-Benz, Publicis Sport & Entertainment, and ESforce holding is a continuation of the brand’s devotion to creating unforgettable experiences for both fans and the players. In 2016, Mercedes-Benz became a partner of ESL, founding the Most Valuable Player campaign taking place for the second consecutive year. As per 2019, viewers and members of the expert community have helped award the best ESL tournaments players with 5 automobiles worth a total of €250 000. Virtus.pro (a member of ESforce holding) players have won this award three times: Alexei Solo Berezin was the MVP of ESL One Hamburg 2017, Vladimir RodjER Nikogosyan and Vladimir No[o]ne Minenko became MVPs of ESL One Katowice and ESL One Birmingham in 2018.

“The Russian esports community is among the most engaged and active communities in the world, — says Mercedes-Benz Press Office. — However, the fans’ devotion to their favorite disciplines, teams or tournaments is rarely rewarded. We want to say “thank you” to all the fans who travel long hours to visit their favorite tournaments, meet their favorite teams in airports, prepare banners and touching gifts for their idols, share their hobby with their friends and do everything in their power to help esports grow. We hope that the Most Valuable Fan campaign will help elevate esports fan culture to a new level. We are happy to begin our first esports partnership in Russia with the fans themselves!”

To enter the raffle, one needs to register at http://mbmvf.cybersport.ru website, record a video of 5 minutes or less in which fans would talk about their experience supporting esports, fill in a form, and pass moderation. All citizens of Russia who are 18 or older and have a driver’s license may take part in the contest. With support the fan community and esports celebrity jury consisting of renowned journalists, casters, and fans, the brand will choose three finalists. They will then receive a ticket to the event’s grand finale — a closed award ceremony in Moscow. The event will take place in Yota Arena during ESL One Hamburg 2019 final stage.

“We consider this one of the most important esports projects of the year, its importance for the gaming community and the market as a whole is undeniable. We are certain this campaign will gain a lot of traction on the international market, even though it is being implemented on the territory of Russia. Mercedes expands the horizons and pushes esports to a whole new level. We are happy to be a part of this project. Let the best fan win!” — says Sergey Barkhudaryan, Head of Publicis Sport & Entertainment.

“Mercedes-Benz arrival to the Russian esports market is a clear signal for the community and the industry as a whole. The “Most Valuable Fan” project shows how involved Russian esports audience is on the international level, how much its activity and engagement into their idols’ life is evident on the worldwide scale. We are happy to partner with Mercedes, and we are sure that it is just one step further in a series of large-scale campaigns to reward the fans for their passion for esports, loyalty and compassion to their favorite teams and tournaments,” — says Alexander Kim, ESforce Holding Commercial Director.

More details at http://mbmvf.cybersport.ru.

 

Mercedes-Benz Russia AO is a Russian company, a subsidiary of Daimler Group. Daimler AG (Daimler-Benz AG in 1994) was the first foreign automotive company to establish a subsidiary AOZT Mercedes-Benz Avtomobili in the territory of the Russian Federation on December 8, 1994. Mercedes-Benz Russia AO is the only official importer of Mercedes-Benz cars and vans, as well as smart cars in Russia.

In 2013 the company launched production of Mercedes-Benz Sprinter Classic vans at the GAZ plant in Nizhny Novgorod, as well as diesel engines for them in Yaroslavl. In 2018 the company became the leader in the automotive premium segment in Russia for the sixth time running. On April, 3 2019 the gala opening of the production plant for Mercedes-Benz cars in the Moscow region took place.

2019 is an anniversary year for Mercedes-Benz: the brand celebrates 125 years long brand history in Russia.

Publicis Sport & Entertainment is the sports marketing division of Publicis Groupe, headquartered in London. Unit provides clients with full-service support of the whole Groupe but specializing in the sports industry: from strategy and creativity to media, sponsorship of sports events and licensing. Unit operates in all major international markets and provides its services to major global brands: P&G, Mercedes, Heineken, Samsung, Mondelez, Gazprom Neft, Coty, Duracell, EA, etc. As well as sport right holders: FIFA, NBA, Zenit, Russian Premier League, IOC, etc.

ESforce Holding is one of the world’s largest esports organizations and the leader of electronic sports in Russia. The holding company integrates all key areas of the esports business, from organizing international tournaments and professional content creation to publishing and advertising activities. ESforce owns over 220 popular online resources with a combined audience of 12 million followers and 114 million annual unique visitors, which provide a 90-percent reach to esports broadcast viewers in Russia and the CIS as well as access to a significant share of relevant international audiences. In 2018, the holding became part of the largest technology company in Russia, Mail.Ru Group.

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Mercedes-Benz launches a Russia-based esports campaign together with Publicis Sport & Entertainment and ESforce Holding

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Sasebo Chamber of Commerce Confirms Speakers for August 27th Seminar

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The Sasebo Chamber of Commerce / Nagasaki Marine IR Promotion Council have confirmed speakers for their seminar to be held on 27 August (Tuesday) at the Fuji International Hotel located in Sasebo City. Speakers will include Mr. Brendan Bussmann of Global Market Advisors, Dr. Glenn McCartney of the University of Macau and the Irish and European Chambers of Commerce (Macau), and Mr. Niall Murray, President of the Irish Chamber of Commerce (Macau). The seminar is expected to attract between 50 and 100 participants including local businesses from throughout Sasebo City, Nagasaki Prefecture and the Greater Kyushu Region. Presentations will include overviews on how the private sector should begin to formulate engagement plans with IR operators, as well as best practices with regards to how other Chambers of Commerce engage with both IR operators and the local business communities.

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Sasebo Chamber of Commerce Confirms Speakers for August 27th Seminar

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Rivers Casino Waukegan Proposed by State’s Most Successful Casino Owners

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The developer, operator and owners of the state’s most successful casino, Rivers Casino Des Plaines, which earns more than twice as much gaming revenue as any other casino in the state, are teaming up to propose building a 1,625-gaming-seat Rivers Casino Waukegan. Rivers Casino Waukegan expects to create over 1,200 permanent jobs; 900 union construction jobs and pump over $150 million annually into the local Waukegan and Lake County economy.

Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN) and Rush Street Gaming, which jointly own Rivers Casino Des Plaines, would bring their combined expertise as developers and operators of some of the most successful gambling and entertainment venues in the country to Waukegan at the Fountain Square site at Lakehurst and Northpoint Boulevard. The companies say their proven marketing and customer service approach will attract high-end patrons to Waukegan.

Rush Street, the creator of the Rivers Casino brand, is the leading developer of world-class regional casinos in Des Plaines, New York state, Philadelphia and Pittsburgh. In addition to its premier position in Illinois, Rivers is the market leader in the Capital Region of New York state as well as in Pittsburgh.

CDI is an industry-leading racing, online wagering and gaming entertainment company anchored by its flagship event – The Kentucky Derby. The company owns and operates 10 regional gaming facilities in eight states, as well as Arlington International Racecourse in Arlington Heights.

Opening a second Rivers-branded casino in Waukegan creates a synergy in the market. Rivers, with a premier reputation among its customers, would bring Illinois’ leading gaming brand and proven record to Waukegan, delivering a tremendous benefit to the city that no other applicant can offer.

Other benefits and highlights of the proposal to bring Rivers Casino to Waukegan are:

  • Rivers Casino Des Plaines is the most successful casino in Illinois and hosted 2.9 million admissions in 2018. Its extensive patron database will help to attract players from throughout the region to Rivers Casino Waukegan, complementing—rather than cannibalizing—current local video gaming operators.
  • Rush Street Interactive, recognized by industry publisher EGR (e-gaming review) as Mobile Operator of the Year for North America, will operate in-casino and online sports betting for the proposed showplace. Affiliates of Rush Street operate the most successful sports books in Pennsylvania and New York.
  • The casino would feature Luxbar, an upscale gastropub, the first Gibsons Restaurant Group restaurant in Lake County.
  • The casino would have 1,625 proposed gaming seats, including a poker room, at the opening with the flexibility to add more.
  • CDI and Rush Street are offering to purchase or lease the city-owned Fountain Square property.
  • Rivers Casino Waukegan will make annual contributions to charities in Waukegan, Park City and North Chicago.
  • Rivers Casino Des Plaines is the first and only casino in Illinois to comply with a statutory minority- and women-ownership requirement. Rivers Casino Waukegan will use that experience to build strong minority- and women-ownership participation for the new venture. Rush Street also encourages diversity in its ranks, with 46 percent of employees and 28 percent of executives being persons of color.

“We’re happy to be considered to develop and operate what we know will be a leading entertainment destination for the City of Waukegan, Lake County and the State of Illinois,” said Rush Street Gaming CEO Greg Carlin. “It would be an honor to bring the Rivers brand and experience to Waukegan.”

“We are especially proud of our long history of hiring local people and vendors in every market where we have invested. Rush Street spends more than $23 million dollars annually on firms owned by women and minorities,” said Rush Street Gaming Chairman Neil Bluhm. “We’re especially proud of our diverse workforce and the career opportunities we have provided our associates.”

“Waukegan and Lake County deserve a world-class facility and together, with our partner Churchill Downs Incorporated, that is exactly what we will develop,” said Bluhm. “We look forward to sharing more about our proposal with city leaders.”

“Churchill Downs Incorporated has a 145-year track record of offering unmatched premium entertainment experiences for horse racing fans and significant expertise developing premier casino venues for our patrons throughout the United States,” said Bill Carstanjen, Chief Executive Officer of CDI. “We are proud to partner with Rush Street Gaming to bring our shared vision for a world-class entertainment destination to Waukegan.”

About Rush Street Gaming
Founded by Neil Bluhm and Greg Carlin, Rush Street Gaming and its affiliates, headquartered in Chicago, Illinois, have developed and operate successful casinos in Niagara Falls, Ontario, Pittsburgh and Philadelphia, Pennsylvania, Des Plaines, Illinois (Chicago area) and Schenectady, New York.  Rush Street Gaming and its affiliates has become one of the leading casino developers in the United States and operators of online casinos and sports books. Additional information at: www.rushstreetgaming.com

About Churchill Downs Incorporated
Churchill Downs Incorporated (“CDI”) (Nasdaq: CHDN), headquartered in Louisville, Ky., is an industry-leading racing, online wagering and gaming entertainment company anchored by our iconic flagship event – The Kentucky Derby. We own and operate Derby City Gaming, a historical racing machine facility in Louisville. We also own and operate the largest online horseracing wagering platform in the U.S., TwinSpires.com, and are a leader in brick-and-mortar casino gaming with approximately 11,000 slot machines / video lottery terminals and 200 table games in eight states. We also operate sports wagering and iGaming through our BetAmerica platform in multiple states. Additional information about CDI can be found online at www.churchilldownsincorporated.com.

Information set forth in this news release contains various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), which provides certain “safe harbor” provisions. All forward-looking statements made in this presentation are made pursuant to the Act. Forward-looking statements are typically identified by the use of terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “should,” “will,” and similar words, although some forward-looking statements are expressed differently.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from expectations include the following: the effect of economic conditions on our consumers’ confidence and discretionary spending or our access to credit; additional or increased taxes and fees; public perceptions or lack of confidence in the integrity of our business; loss of key or highly skilled personnel; restrictions in our debt facilities limiting our flexibility to operate our business; general risks related to real estate ownership, including fluctuations in market values and environmental regulations; catastrophic events and system failures disrupting our operations; online security risk, including cyber-security breaches; inability to recover under our insurance policies for damages sustained at our properties in the event of inclement weather and casualty events; increases in insurance costs and inability to obtain similar insurance coverage in the future; inability to identify and complete acquisition, expansion or divestiture projects, on time, on budget or as planned; difficulty in integrating recent or future acquisitions into our operations; number of people attending and wagering on live horse races; inability to respond to rapid technological changes in a timely manner; inadvertent infringement of the intellectual property of others; inability to protect our own intellectual property rights; payment-related risks, such as risk associated with fraudulent credit card and debit card use; compliance with the Foreign Corrupt Practices Act or applicable money-laundering regulations; work stoppages and labor issues; difficulty in attracting a sufficient number of horses and trainers for full field horseraces; inability to negotiate agreements with industry constituents, including horsemen and other racetracks; personal injury litigation related to injuries occurring at our racetracks; our inability to utilize and provide totalisator services; weather conditions affecting our ability to conduct live racing; increased competition in the horseracing business; changes in the regulatory environment of our racing operations; changes in regulatory environment of our online horseracing business; increase in competition in our online horseracing; uncertainty and changes in the legal landscape relating to our online wagering business; legalization of online sports betting and iGaming in the United States and our ability to predict and capitalize on any such legalization; inability to expand our sports betting operations and effectively compete; failure to comply with laws requiring us to block access to certain individuals could result in penalties or impairment with respect to our mobile and online wagering products; increased competition in our casino business; changes in regulatory environment of our casino business; costs, delays, and other uncertainties relating to the  development and expansion of casinos; and concentration and evolution of slot machine manufacturing and other technology conditions that could impose additional costs.

Source: Latest News at European Gaming Media
This is a Syndicated News piece. Photo credits or photo sources can be found on the source article: Rivers Casino Waukegan Proposed by State’s Most Successful Casino Owners

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