C.A. Bancorp Inc.

C.A. Bancorp Inc.

December 21, 2011 17:33 ET

Blue Ant Media Inc. to Acquire High Fidelity HDTV Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 21, 2011) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) announced today that the Company, together with all of the other shareholders of High Fidelity HDTV Inc. ("High Fidelity"), have entered into a share purchase agreement with Blue Ant Media Inc. ("Blue Ant") to sell all of the shares of High Fidelity to Blue Ant (the "Transaction"). Blue Ant initially purchased 29.9% of the shares of High Fidelity at the first closing ("First Closing"); and will acquire the remaining 70.1% of the shares of High Fidelity at the second closing ("Second Closing").

The Second Closing, expected to occur during the second quarter of 2012, remains subject to certain conditions, including without limitation, receipt of consents, regulatory approvals (including Canadian Radio-television Telecommunications Commission approval), and other customary closing conditions for a transaction of this nature.

Transaction Summary for C.A. Bancorp

Immediately prior to the First Closing, C.A. Bancorp (i) converted its High Fidelity debenture into shares of High Fidelity; and (ii) exercised its warrants for shares of High Fidelity.

At the First Closing, the Company received $4.8 million in cash and continues to hold an equity interest in High Fidelity.

At the Second Closing, the Company expects to receive additional consideration of (i) $9.5 million in cash; and (ii) $1.9 million in Blue Ant common shares.

In aggregate, for the sale of the Company's interests in High Fidelity, C.A. Bancorp expects to receive $14.3 million in cash and $1.9 million in Blue Ant shares for total consideration valued at $16.2 million.

As at September 30, 2011, the Company fair valued its interests in High Fidelity at $10.6 million. The total consideration to be received for the sale of its interests in High Fidelity of $16.2 million represents an increase of $5.6 million (excluding disposition costs) on the most recently reported investment valuation. The Company believes it has adequate tax losses to shelter realized gains related to the Transaction.

About High Fidelity HDTV Inc.

High Fidelity is Canada's leading HD broadcaster with four highly popular HD channels: Oasis HD (Love Nature), HIFI HD (Music and Art), eqhd (Ideas and Cultures) and radX (Adventure). These premium channels provide Canadians with some of the best non-fiction programming from around the world, including concerts, movies and special programming.

About Blue Ant Media Inc.

Blue Ant is a privately held Canadian media company. It is a majority shareholder of GlassBOX Television and has a minority interest in Quarto Communications, publishers of Cottage Life, Outdoor Canada, Explore and Canadian Home Workshop.

About 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 has historically 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 Company is currently executing its Realization Strategy as described in its publicly filed continuous disclosure documents.

This release includes certain forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue" or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These statements are based on expectations including that the required regulatory approvals will be received and will be received on the timelines indicated and that the other conditions to the Second Closing of the Transaction will be satisfied. These forward-looking statements are subject to a number of risks and uncertainties. Additional important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, performance of the Company's investment, and the conditions to the Second Closing not being satisfied. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should also be made to the risk factors published in the Company's most recent management discussion and analysis and, with respect to the realization strategy, its directors circular, both of which are available at www.sedar.com.

C.A. Bancorp Inc.
401 Bay Street, Suite 1600
Toronto, Ontario M5H 2Y4
(416) 214-5985
Fax: (416) 861-8166

Contact Information