C.A. Bancorp Inc.
TSX : BKP

C.A. Bancorp Inc.

December 23, 2013 21:05 ET

C.A. Bancorp Inc. Announces Proposed Transaction for Digital Payment Technologies Corp.

TORONTO, ONTARIO--(Marketwired - Dec. 23, 2013) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) announced today that its investee, Digital Payment Technologies Corp. ("DPT") has entered into a definitive arrangement agreement with a third party ("Purchaser") whereby the Purchaser will acquire all of the issued and outstanding shares and warrants of DPT, including those common shares, series x and series y preferred share warrants held by the Company (the "Transaction").

Plan of Arrangement

The Transaction will be effected by means of a court approved plan of arrangement in accordance with the Canada Business Corporations Act. The Transaction is subject to approval by securityholders of DPT as well as court and regulatory approvals. Subject to the satisfaction of customary closing conditions and the receipt of the aforementioned approvals, it is anticipated that the closing of the Transaction will occur shortly after the meeting of securityholders of DPT expected to be held on or about January 25, 2014.

Support Agreement

As a condition of the Transaction, C.A. Bancorp and certain other shareholders of DPT have executed a support agreement pursuant to which C.A. Bancorp has agreed, subject to customary conditions, to vote all of its securities in DPT in favour of the Transaction.

Extension of Maturity Dates

In connection with the Transaction, C.A. Bancorp has also agreed to extend the maturity dates of the debenture and term promissory note issued by it to DPT (the "CAB Indebtedness") from December 31, 2013 to the earlier of February 15, 2014 or the completion of the Transaction, subject to certain conditions. The CAB Indebtedness together with any accrued and unpaid interest thereon will be repaid to C.A. Bancorp upon closing of the Transaction.

Cash Consideration for Transaction

In addition to receiving repayment for the contractual amounts owing under the CAB Indebtedness and accrued and unpaid interest thereon, the Company currently expects to receive cash consideration pursuant to the Transaction of approximately CDN$5.5 million, subject to adjustments, which is substantially consistent with the fair value of its interests in DPT reported as at September 30, 2013.

Return of Capital

Following closing of the Transaction, the Company will consider the best uses for the cash consideration it receives. The Company has been evaluating whether excess cash not required to achieve its business objectives should be returned to shareholders through a substantial issuer bid or other mechanisms.

About Digital

Digital Payment Technologies Corp is an innovative leader in the design, manufacture, and distribution of multi-space parking meters, management software, and online services for the parking industry. DPT is headquartered in Burnaby, British Columbia.

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.

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 shareholder and court approvals will be received and will be received on the timelines indicated and that the other conditions to 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 Transaction 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 annual information form, both of which are available at www.sedar.com.

Contact Information