C.A. Bancorp Inc.
TSX : BKP

C.A. Bancorp Inc.

March 16, 2011 08:00 ET

C.A. Bancorp Inc. Agrees to Sell its Interests in C.A. Bancorp Canadian Realty Finance Corporation

TORONTO, ONTARIO--(Marketwire - March 16, 2011) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) today announced that it has entered into an agreement to sell all of its interests in C.A. Bancorp Canadian Realty Finance Corporation ("CRFC") to Green Tree Capital Management Corp. ("Green Tree") for an aggregate purchase price of $6.4 million (the "Proposed Transaction"). 

As part of the Proposed Transaction, C.A. Bancorp will transfer the 966,160 Class A Shares which it holds (directly and indirectly) in CRFC, representing approximately 32% of the outstanding Class A Shares.  C.A. Bancorp will also transfer its interests in both C.A. Bancorp Ltd. (the manager of CRFC) (the "Manager") and C.A. Bancorp Realty Finance Inc.  The Proposed Transaction contemplates Green Tree assuming C.A. Bancorp's obligations under the commitment agreement dated January 31, 2008 between C.A. Bancorp and CRFC.  The Manager will remain responsible for the note payable to CRFC.

In addition to the Proposed Transaction, the Company has agreed to provide certain transitional services to Green Tree on a cost recovery basis to assist Green Tree in performing certain finance and administration functions for CRFC. 

The Proposed Transaction remains subject to certain conditions, including without limitation, receipt of consents and regulatory approvals, completion of certain transaction documents, the approval of both the Preferred Shareholders and Class A Shareholders of CRFC voting separately as a class and other customary closing conditions for a transaction of this nature.  Subject to receipt of approvals, it is expected that the Proposed Transaction will close in the second quarter 2011.

C.A. Bancorp Inc. Realization Strategy

As previously disclosed, the Board of Directors of C.A. Bancorp determined that C.A. Bancorp's interests would be best served through the realization of C.A. Bancorp's assets and the distribution of the proceeds to its shareholders (the "Realization Strategy").  The Proposed Transaction is a key component of the Realization Strategy.

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 Company is currently implementing its Realization Strategy.

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 including the ability of the Company to obtain regulatory and shareholder approvals and the satisfaction of other conditions to the Proposed Transaction and the timing of such approvals and waiver of conditions. 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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