C.A. Bancorp Inc.

C.A. Bancorp Inc.

December 14, 2009 08:24 ET

C.A. Bancorp Inc. Appoints Special Committee, Adopts Shareholder Rights Plan in Response to Maxam Offer, Engages Advisors and Provides Update on Investment in Everus Communications Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 14, 2009) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) announced today that its Board of Directors has constituted a Special Committee to consider the Company's strategic alternatives following the commencement by Maxam Acquisition Corporation of an unsolicited offer (the "Maxam Offer") to purchase all of the issued and outstanding shares of C.A. Bancorp.

The Special Committee  

The Special Committee will evaluate the Maxam Offer as well as other alternatives, which may include the continued execution of C.A. Bancorp's business plan, pursuit of other acquisition proposals for the shares of the Company, an acquisition, a divestiture or spin-out of assets or a merger transaction.

The C.A. Bancorp Board members appointed to the Special Committee are Tim Unwin (Chair), Paul Haggis and John Driscoll.  Messrs. Unwin and Haggis are independent directors, and Mr. Driscoll is the Company's largest shareholder.


After considering the recommendations of the Special Committee and receiving advice from its advisors, the Company's Board of Directors will issue a Directors' circular responding to the Maxam Offer.  The Directors' circular will contain important information, including the Board of Directors' formal recommendation as to whether C.A. Bancorp's shareholders should reject or accept the Maxam Offer and a description of other alternatives under consideration in response to the Maxam Offer.

The Company advises its shareholders not to deposit any C.A. Bancorp shares to the Maxam Offer and not to take any action concerning the Maxam Offer until they have received further communication from the Company's Board of Directors.

The Company's management team has advised the Board of Directors that in its view the Maxam Offer, with an offer price of $1.22 per share, significantly undervalues C.A. Bancorp.

Appointment of  Advisors  

To assist the Company and the Board of Directors in these matters Goodmans LLP has been retained as legal advisor, CIBC World Markets Inc. as financial advisor and Kingsdale Shareholder Services Inc. as information agent.

Adoption of Shareholder Rights Plan  

The Company also announced that its Board of Directors has approved the adoption of a Shareholder Rights Plan (the "Rights Plan").

The Rights Plan is intended to provide more time than the statutory minimum deposit period under the Maxam Offer for the Board of Directors of the Company and its shareholders to fully consider the Maxam Offer and for the Board of Directors to pursue, if appropriate, alternatives to maximize value. Shareholders will be asked to confirm the Rights Plan at the next Annual Meeting of Shareholders to be held in 2010. If this confirmation is not received, the Rights Plan will terminate.

The Rights Plan is similar to plans adopted by other Canadian public companies in comparable circumstances. The Rights Plan is subject to the approval of the Toronto Stock Exchange (the "TSX").  The TSX (in accordance with its policy for plans implemented during take-over bids) has deferred its review of the Rights Plan; the deferral does not affect the operation of the plan in the context of the process being undertaken by the Board of Directors.

Investment in Everus Communications Inc.  

The Company carried its investments in private entities at an aggregate carrying value of $37.1 million as at September 30, 2009.  Included in that amount was its investment in Everus Communications Inc. ("Everus") carried at $3.7 million (or $0.14 per share).  As previously disclosed in the Company's third quarter 2009 unaudited consolidated financial statements, a receiver was appointed by the courts on July 31, 2009 to monitor the Everus business and manage a sales process.  As at the date hereof, the Company believes that the value of its investment in Everus is materially less than $3.7 million.  The Company is unable to provide a revised valuation at this time.  Accordingly, investors should use caution in relying on previously disclosed valuation information regarding Everus.

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.

The closing trading price of C.A. Bancorp's shares on December 11, 2009 was $1.26 per share.

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)