C.A. Bancorp Inc.

C.A. Bancorp Inc.

December 22, 2009 07:00 ET

C.A. Bancorp Board of Directors Unanimously Recommend Shareholders Reject Maxam's Hostile Take-Over Bid

Board Deems Offer Inadequate and Urges Shareholders Not to Tender

TORONTO, ONTARIO--(Marketwire - Dec. 22, 2009) - The Board of Directors (the "Board") of C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) today urged its shareholders to reject the hostile take-over bid by Maxam Acquisition Corporation ("Maxam") and not tender their shares to the Maxam offer that was announced on December 3, 2009.  The Board's unanimous recommendation is contained in a Directors' Circular filed with the Canadian securities regulatory authorities and being mailed to shareholders today.
Board of Directors Recommendation
In making its recommendation, the Board considered many factors, including the recommendation of its Special Committee, comprised of Mr. Timothy Unwin (Chairman), Mr. John F. Driscoll and Mr. Paul Haggis, and a written opinion from C.A. Bancorp's financial advisor, CIBC World Markets Inc. ("CIBC"), which states that, as of the date of such opinion, the consideration offered under Maxam's offer is inadequate, from a financial point of view, to the Company's shareholders.  The full text of the CIBC opinion is included in the Directors' Circular, along with a detailed discussion of the Board's reasons for recommending that shareholders reject the Maxam offer.  C.A. Bancorp shareholders are urged to read the Directors' Circular in its entirety.  The circular is available at www.cabancorp.com and www.sedar.com.

"Our Board believes that Maxam's offer is financially inadequate, opportunistic, and fails to recognize the full value of C.A. Bancorp's assets and future value-creation potential," said Mr. Unwin, Chairman of the Special Committee. "The Board fails to see how the Maxam offer serves the best interests of C.A. Bancorp shareholders and strongly urges its shareholders not to tender."

"The Maxam offer is at a discount to current trading prices and represents a 49.9% discount to C.A. Bancorp's net asset value," continued Mr. Unwin.  "In fact, Maxam has itself been buying C.A. Bancorp's shares at a price higher than its deficient offer".

Reasons for the Recommendation

The C.A. Bancorp Board believes that Maxam's $1.22 per share offer fails to provide full value for C.A. Bancorp's assets and shares and is an attempt by Maxam to acquire C.A. Bancorp without offering adequate consideration to C.A. Bancorp shareholders. The Board cited a number of reasons for its recommendation, including that:

  • Maxam's offer is inadequate, as it significantly undervalues C.A. Bancorp's assets and business.  Maxam's offer price represents a 49.9% discount to net asset value as of September 30, 2009. The offer does not reflect the value of C.A. Bancorp's assets, including its core private entity investment portfolio which has achieved an implied IRR of approximately 20% from inception to September 30, 2009.

  • C.A. Bancorp's cash, public investments (including Charter REIT and C.A. Bancorp Canadian Realty Finance Corporation) and marketable securities alone have an aggregate value of $1.03 per share.  Maxam's offer is an attempt to use C.A. Bancorp's own assets to acquire the Company and to thereby appropriate the excess value of the Company for itself.

  • The timing of Maxam's offer is opportunistic and is prejudicial to C.A. Bancorp and its shareholders.

  • The Board has initiated a process under which superior proposals, delivering greater value for shareholder, may emerge.

  • Maxam's offer is extremely conditional, to the point where it is not a firm offer.

  • Maxam's offer is at a discount to recent trading prices.  In fact, subsequent to its offer, Maxam itself has purchased Company shares at a premium to its offer price.

The C.A. Bancorp Board and Special Committee, together with C.A. Bancorp's management and financial and legal advisors, have been working to evaluate a range of strategic alternatives to enhance shareholder value. Discussions are underway with third parties in order to bring forward additional value-maximizing alternatives.  While it is difficult to predict with certainty whether any transactions will emerge from these efforts and discussions, the Board believes that C.A. Bancorp and its assets are potentially very attractive to other parties in addition to Maxam.

C.A. Bancorp shareholders are urged not to tender to the Maxam offer before the Board and its advisors have had an opportunity to fully explore all available alternatives to the Maxam offer, including the status quo.

Mr. Unwin added, "We are committed to enhancing value for our shareholders and will aim to do so through the continued execution of our strategy and the active consideration of potential alternatives."

Availability of the Directors' Circular

Shareholders are urged to read the Directors' Circular in its entirety. The document will be available free of charge on SEDAR at www.sedar.com and on C.A. Bancorp's website at www.cabancorp.com.  Copies of the Directors' Circular are being mailed to all C.A. Bancorp shareholders.

For Investor Questions, Including How to Withdraw Shares from the Maxam Offer 

Shareholders who have questions or who may have already tendered their shares to the Maxam offer and wish to withdraw them, may do so by contacting the Company's information agent, Kingsdale Shareholder Services Inc., toll free at 1-888-518-1556, or by e-mail at contactus@kingsdaleshareholder.com.

C.A. Bancorp Inc.

C.A. Bancorp is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. C.A. Bancorp is focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors. 

This news release contains forward-looking statements. These statements relate to anticipated future events, results, circumstances, performance or expectations that are not historical facts but instead represent C.A. Bancorp's beliefs regarding future events. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. These cautionary statements qualify all forward-looking statements attributable to C.A. Bancorp and persons acting on its behalf relating to the subject matter of this press release. Unless otherwise stated, all forward-looking statements speak only as of the date of this press release. C.A. Bancorp does not undertake, and specifically disclaims, any intention or obligation to update or revise any of such forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

The Exchange Tower
130 King Street West
Suite 2810, PO. Box 104
Toronto, Ontario M5X 1A4
Telephone: (416) 214-5985
Fax: (416) 861-8166

Contact Information

  • C.A. Bancorp Inc.
    Paolo De Luca
    Chief Financial Officer
    416-861-8166 (FAX)