C.A. Bancorp Inc.

C.A. Bancorp Inc.

March 10, 2014 08:00 ET

C.A. Bancorp Inc. Announces Intention to Make a Substantial Issuer Bid

TORONTO, ONTARIO--(Marketwired - March 10, 2014) - C.A. Bancorp Inc. (TSX:BKP) ("C.A. Bancorp" or the "Corporation") announced today that it intends to make a substantial issuer bid (the "Offer"), pursuant to which C.A. Bancorp will offer to repurchase for cancellation up to Cdn$25 million in value of its outstanding common shares (the "Shares") from shareholders for cash.

The Offer will be by way of a "modified Dutch auction" and the range of Offer prices will be between Cdn$3.45 to Cdn$3.55 per Share. The maximum Purchase Price (as defined below) under the Offer represents a premium of approximately 14% over the volume weighted average trading price of the Shares on the TSX of Cdn$3.12 for the last 30 trading days preceding the date of this announcement.

The modified Dutch auction tender process allows shareholders to individually select the price, within the specified range (in increments of Cdn$0.01 per Share), at which they are willing to sell all or a portion of their Shares. When the Offer expires, C.A. Bancorp will select the lowest tendered price from within the range of prices (the "Purchase Price") that would allow it to buy up to Cdn$25 million of the Shares validly tendered to the Offer. All Shares tendered at or below the selected price will be bought at the Purchase Price, subject to the preferential acceptance of "odd lots" (being individual holdings of less than 100 Shares in the aggregate) and pro-rationing if the aggregate cost to purchase all of such tendered Shares exceeds Cdn$25 million. All Shares tendered at prices higher than the Purchase Price will be returned to shareholders. The Corporation will fund any purchases of Shares pursuant to the Offer from available cash on-hand. The Offer will be for up to approximately 59% of the total number of issued and outstanding Shares on a non-diluted basis (based on a Purchase Price equal to the minimum purchase price per Share of Cdn$3.45 and 12,269,280 Shares outstanding on March 7, 2014).

The Offer will not be conditional on any minimum number of Shares being tendered to the Offer, but will be subject to other conditions customary for transactions of this nature. The Offer will remain open for acceptance for at least 35 days after the date of commencement, unless withdrawn or extended by the Corporation. The Corporation's normal course issuer bid, announced on September 9, 2013, will be suspended from the date of this news release until a date following the expiry of the Offer.

It is anticipated that the formal offer to purchase and issuer bid circular and other related documents (the "Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering Shares, among other things, will be mailed to shareholders and filed with the applicable securities regulators and available on SEDAR at www.sedar.com promptly. Shareholders should carefully read the Offer Documents in their entirety, once available, before making a decision whether or not to tender Shares to the Offer.

The Board of Directors of C.A. Bancorp has authorized and approved the making of the Offer. BDO Canada LLP ("BDO") was engaged by the Board as the independent valuator to prepare a formal valuation of the Shares (the "Valuation"). The Valuation contains BDO's opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of December 31, 2013, the fair market value per Share falls within the range of Cdn$3.68 to Cdn$3.71. A copy of the BDO Valuation will be attached to the Offer Documents.

C.A. Bancorp is making the Offer to provide a liquidity opportunity for shareholders and because, among other things, the Board of Directors and management of C.A. Bancorp believe that the Shares have been trading in volumes that do not provide reasonable liquidity for shareholders and the Offer represents an appropriate use of a portion of C.A. Bancorp's cash on hand.

Neither the Corporation nor its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the Offer or as to the purchase price or prices at which shareholders may choose to tender Shares. Shareholders are strongly urged 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.

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.

More information

Computershare Investor Services Inc. is acting as the Depositary under the Offer. Any questions or requests for assistance in tendering Shares to the Offer may be directed to the Depositary toll-free at 1-800-564-6253 or by e-mail at corporateactions@computershare.com.

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 offer will be made at the prices and on the timelines indicated. 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. 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 annual information form, both of which are available at www.sedar.com.

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