C.A. Bancorp Inc.

C.A. Bancorp Inc.

November 11, 2010 16:53 ET

C.A. Bancorp Inc. Announces Commencement of Substantial Issuer Bid

TORONTO, ONTARIO--(Marketwire - Nov. 11, 2010) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) announced today that it has formally commenced its previously announced substantial issuer bid (the "Offer"), pursuant to which the Corporation has offered to repurchase for cancellation up to Cdn$31 million in value of its outstanding common shares (the "Shares") from shareholders. The Offer will proceed by way of a modified "Dutch Auction" and the range of Offer prices will be Cdn$1.80 to Cdn$2.10 per Share.

The formal offer to purchase and issuer bid circular, which includes a copy of the formal valuation of the Shares prepared by Grant Thornton LLP, together with the related letter of transmittal and notice of guaranteed delivery (the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering Shares are in the process of being mailed today to shareholders and will be filed today with the applicable securities regulators and available on SEDAR at www.sedar.com.

Neither the Company nor its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of such shareholder's Shares to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and in their entirety, and to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or refrain from tendering their Shares to the Offer and, if so, how many Shares to tender and at what price or prices.

Insider Participation

Weiss Asset Management LP ("Weiss") (whose nominee, Eitan Milgram, sits on the Board of Directors), who, together with its associates, beneficially owns or exercises control or direction over 5,029,000 Shares, representing approximately 19.03% of the issued and outstanding Shares as at November 8, 2010, intends to deposit those Shares pursuant to the Offer.

John Driscoll, Chairman of the Board of Directors, who, together with his associates (collectively, "Driscoll"), beneficially owns or exercises control or direction over 3,467,176 Shares representing approximately 13.12% of the issued and outstanding Shares as at November 8, 2010, intends to deposit those Shares pursuant to the Offer.

In the event that either Weiss or Driscoll decide not to deposit any Shares pursuant to the Offer (or deposit Shares at a price above the Purchase Price under the Offer) and the Offer is successful, Weiss and/or Driscoll's direct or indirect voting interests in the Corporation will increase to a greater or lesser extent, depending upon whether more or fewer Shares are purchased by the Company pursuant to the Offer.

Assuming that the Offer is fully subscribed, if both of Weiss and Driscoll do not tender their Shares to the Offer or do not have their Shares taken up under the Offer, Weiss and Driscoll would substantially control the Company post-Offer.  In the event that the maximum number of Shares (17,222,222) that the Company is offering to purchase under the Offer are purchased, they would collectively hold 92% of the Shares post-Offer, with Weiss holding 55% and Driscoll holding 38%. Assuming the Offer is fully subscribed and the minimum number of Shares (14,761,904) that the Company is offering to purchase thereunder are purchased, they would collectively hold 73% of the Shares post-Offer with Weiss holding 43% and Driscoll holding 30%.

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. 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.
The Exchange Tower
130 King Street West, Suite 2810
Toronto, Ontario M5X 1A4 
Telephone: (416) 214-5985
Fax: (416) 861-8166

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