C.A. Bancorp Inc.
TSX : BKP

C.A. Bancorp Inc.

January 23, 2012 08:30 ET

C.A. Bancorp Enacts Shareholder Rights Plan

TORONTO, ONTARIO--(Marketwire - Jan. 23, 2012) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) announced today that it has implemented a shareholder rights plan (the "Rights Plan") effective immediately.

The Rights Plan, which is in typical form for Canadian publicly-listed issuers, is designed to encourage the fair and equal treatment of shareholders in connection with any take-over bid for the Company. While applicable securities legislation addresses many concerns about unequal treatment of shareholders, there remains a possibility that control or effective control may be acquired pursuant to private agreements in which a small number of shareholders dispose of shares at a premium to the market price and other shareholders have no opportunity to participate, or that a control position could be accumulated over time without payment of fair value for control or fair sharing of any control premium among all shareholders.

The Rights Plan enables the Company to preserve its ability to obtain the best value for all shareholders. The Rights Plan will not prevent an offer being made to all shareholders for all of their shares. Under the Rights Plan, one share purchase right will be issued and attached to each outstanding share of C.A. Bancorp as of January 23, 2012. The rights will become exercisable only if a bidder acquires or announces an intention to acquire a total of 20% or more of C.A. Bancorp's outstanding shares, other than pursuant to a "Permitted Bid" as defined in the Rights Plan and subject to the ability of the Board to defer the time at which the rights become exercisable. Following the acquisition of 20% of the outstanding shares by the bidder, each right held by a person other than the bidder would entitle the holder to purchase C.A. Bancorp shares at a substantial discount to their then prevailing market price.

The issuance of the shares upon exercise of the rights is subject to receipt of regulatory approval. The Rights Plan must be ratified by shareholders within 6 months.

The Rights Plan is subject to the acceptance of the Toronto Stock Exchange ("TSX"). The TSX has informed the Company that it has deferred its approval of the Rights Plan until such time as shareholders have ratified the Rights Plan. This deferral is typical where an issuer has adopted a rights plan within the past three years and the issuer did not obtain shareholder approval within six months of its adoption. The Company's previous rights plan, adopted on July 21, 2011, expired without the Company obtaining shareholder approval within the requisite time frame.

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 provide to be correct. These forward- looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should 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
Telephone: (416) 214-5985
Fax: (416) 861-8166

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