C.A. Bancorp Inc.

C.A. Bancorp Inc.
Sentry Select Capital Corp.

Sentry Select Capital Corp.

December 19, 2008 16:37 ET

C.A. Bancorp Inc. Provides Update on Sale of AgriFinancial Canada Corp. to Western Financial Group Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 19, 2008) - In September, C.A. Bancorp Inc. (TSX:BKP) ("C.A. Bancorp") and Sentry Select Total Strategy Fund (TSX:TSF.UN) ("Total Strategy") announced that they had entered into a share purchase agreement with Western Financial Group Inc. (TSX:WES) ("WFG") pursuant to which WFG or an affiliate would acquire AgriFinancial Canada Corp. ("AgriFinancial") (the "Transaction").

It was previously announced that the Transaction, with an expected closing during the fourth quarter of 2008, was subject to certain conditions, including without limitation, receipt of consents and regulatory approvals. In accordance with the terms of the Transaction, C.A. Bancorp and Total Strategy were receiving approximately $20.5 million (after fees) with C.A. Bancorp receiving approximately $18.5 million of those proceeds and Total Strategy receiving approximately $2.0 million.

Transaction Update

C.A. Bancorp is providing the following update on the Transaction:

1. WFG and its affiliate Bank West are in the final stages of obtaining all necessary regulatory approvals.

2. The total price of the Transaction remains the same, however C.A. Bancorp has agreed to a revised form of consideration to complete the Transaction. At closing, it is now expected that C.A. Bancorp will receive cash consideration of approximately $18.1 million and $0.4 million in loan receivables that WFG and its affiliate Bank West are not permitted to acquire due to regulatory considerations. Total Strategy will receive all cash consideration of approximately $2.0 million as originally contemplated.

3. Contemporaneous with the closing of the Transaction, C.A. Bancorp will provide $3.0 million in short term subordinated debt financing to WFG. The subordinated debt will have a maturity date of six months from the closing date of the Transaction.

4. The Transaction is now expected to close during the early part of the first quarter 2009.

The Transaction

The Transaction will be effected through a sale of all of the issued and outstanding shares of C.A. Bancorp Financial Corp. ("Financial Corp"). Financial Corp owns all of the issued and outstanding shares of AgriFinancial. C.A. Bancorp and Total Strategy are the sole shareholders of Financial Corp, with C.A. Bancorp holding approximately 90% and Total Strategy holding approximately 10% of its issued and outstanding shares.

Trading information

C.A. Bancorp's common shares trade on the Toronto Stock Exchange under the symbol BKP.

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.

AgriFinancial Canada Corp.

AgriFinancial Canada Corp., operating under the banners of Agrifinance and AgriCard and headquartered in Winnipeg, is a leading independent provider of financing solutions for the Canadian agricultural sector. Agrifinance provides specialized equipment leasing and lending products created specifically for farmers, and AgriCard is a credit card designed specifically for farm-related purchases. For more information on Agrifinance and AgriCard visit www.agrifinance.ca and www.agricard.ca.

This news release contains forward-looking statements with respect to the proposed sale of C.A. Bancorp Financial Corp including the businesses of AgriFinancial Canada Corp., Agrifinance and AgriCard, and matters concerning the business, operations, and strategy of C.A. Bancorp and Total Strategy. These statements relate to anticipated future events, results, circumstances, performance or expectations that are not historical facts but instead represent C.A. Bancorp and Total Strategy's beliefs regarding future events. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue", similar words or the negative thereof, or variations of such words and phrases that certain actions, events or anticipated outcomes "may", "would" or "might" be taken, occur or be achieved. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.

The completion of the sale and the future business, operations and performance of C.A. Bancorp, Total Strategy and AgriFinancial Canada Corp. discussed herein could differ materially from those expressed or implied by such statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the sale is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of C.A. Bancorp and Total Strategy to finalize the transaction documents and loan documentation with WFG and Bank West respecting the sale, C.A. Bancorp's ability to make successful arrangements with respect to the existing credit facilities and to obtain requisite third party regulatory approvals. Additional, important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, conditions affecting the agricultural and financial services sectors, competition, changes in government regulation, interest rates, tax related matters, and reliance on key personnel of AgriFinancial. C.A. Bancorp cautions that risk factors discussed in applicable continuous disclosure filings required by law that C.A. Bancorp and Total Strategy have made and filed on SEDAR should also be considered carefully and that undue reliance not be placed on forward-looking statements as events and results could differ materially from those expressed or implied by forward-looking statements made by C.A. Bancorp and Total Strategy. The cautionary statements qualify all forward-looking statements attributable to C.A. Bancorp and Total Strategy and persons acting on their behalf.

Unless otherwise stated, all forward looking statements speak only as of the date of this press release. C.A. Bancorp and Total Strategy do not undertake, and specifically disclaim, any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by applicable law.

C.A. Bancorp Inc.
The Exchange Tower
130 King Street West
Suite 2810, P.O. Box 104
Toronto, Ontario M5X 1A4
Telephone: (416) 214-5985
Fax: (416) 861-8166

Contact Information

  • C.A. Bancorp Inc.
    Kurt Brands
    (416) 861-8166 (FAX)
    C.A. Bancorp Inc.
    Paolo De Luca
    Chief Financial Officer
    (416) 861-8166 (FAX)
    Email: info@cabancorp.com
    Website: www.cabancorp.com