C.A. Bancorp Inc.

C.A. Bancorp Inc.

January 31, 2010 23:00 ET

C.A. Bancorp Commits to Remove Its Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Jan. 31, 2010) - C.A. Bancorp Inc. (TSX:BKP) ("C.A. Bancorp" or the "Company") announced today that its board of directors (the "Board") has determined to terminate its shareholder rights plan as of 5:00 p.m. (Toronto time) on March 15, 2010.

As previously disclosed, the Company is actively engaged in a strategic review process initiated in response to the hostile take-over bid by Maxam Acquisition Corporation ("Maxam"). As part of that process, the Company is in advanced discussions with a number of interested third parties which have proposed transactions at values in excess of the Maxam offer, and the Company is also considering other potential value-maximizing alternatives which could yield values superior to the Maxam offer.

The Company's Board, on the advice of its financial advisors, expects that its strategic review process will conclude by the middle of March. The rights plan was implemented to provide the Company with an opportunity to properly run a strategic process in response to Maxam's hostile bid, in order to seek to maximize value for C.A. Bancorp and its shareholders. On that basis, and because a regulatory proceeding to determine the effectiveness of the shareholder rights plan before regulatory authorities could involve unnecessary expense and uncertainty, the Board determined to render the rights plan ineffective as of March 15. The Company will update shareholders further regarding its strategic review process as appropriate. While there can be no assurance that any alternative transaction will result from the Company's strategic review process, shareholders should know that the Company remains both active and committed to this process.

The Company, through its advisors, has been contacted by Maxam during the process. Initially Maxam sought access to the Company's strategic process, but was not prepared to accept terms developed by the Company to permit Maxam's offer to proceed while at the same time protecting the process being pursued by the Company. Most recently Maxam made a proposal on Friday, January 29, 2010 to extend its offer for a thirty-day period provided that the Company recommend the Maxam offer and provide a "break fee", payable by the Company to Maxam if a superior offer to the Maxam bid emerged and provided further that the Company's largest shareholder commit to tender to the Maxam bid. The Board, together with the Company's financial and legal advisors, considered the proposal carefully and determined that acceptance thereof would adversely affect the Company's strategic process and was not in the Company's best interests. Alternative terms proposed by the Company to integrate Maxam into the Company's process were not accepted. The Company nevertheless determined to set a time for the effective expiry of its rights plan unilaterally.

Maxam's offer is scheduled to expire on Tuesday, February 2, 2010. The Company expects that the conditions of Maxam's offer, including the condition relating to the Company's shareholder rights plan, will not have been satisfied by that expiry date. As such, Maxam will not be able to take up and pay for any shares that have been tendered, and it may or may not extend the expiry time of its bid.

C.A. Bancorp shareholders are advised to NOT tender to the Maxam offer while the Company's strategic review process is underway.

The effective termination of the rights plan as of March 15, 2010 will be done by way of a postponement of the "Separation Time" under the rights plan.

For Investor Questions

Shareholders who have questions may contact 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.

C.A. Bancorp Inc.
The Exchange Tower
130 King Street West
Suite 2810, P.O. 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)