C.A. Bancorp Inc.
TSX : BKP

C.A. Bancorp Inc.

November 10, 2010 09:12 ET

C.A. Bancorp Inc. to Repurchase up to $31 Million of its Common Shares Pursuant to a Substantial Issuer Bid

TORONTO, ONTARIO--(Marketwire - Nov. 10, 2010) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) announced today that it intends to make a substantial issuer bid (the "Offer"), pursuant to which the Company will offer 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 maximum Purchase Price under the Offer represents a premium of approximately 19.1% over the daily volume weighted average trading price of the Shares on the TSX for the 30 trading days preceding the date of the Company's initial announcement regarding its intention to make the Offer on September 23, 2010.

The modified Dutch Auction tender process allows shareholders to individually select the price, within the specified range, at which they are willing to sell all or a portion of their Shares. When the Offer expires, C.A. Bancorp will select the purchase price (the "Purchase Price") which will be the lowest tendered price from within the range of prices allowing it to buy up to Cdn$31 million of the Shares validly tendered to the Offer, or such lower aggregate purchase price as the board of directors of C.A. Bancorp (the "Board"), in its discretion, determines to be in the best interests of the Company. All Shares tendered at or below the selected price level will be bought at the Purchase Price, subject to pro-ration in the event that the aggregate cost to purchase all of the Shares exceeds Cdn$31 million. All Shares tendered at prices higher than the Purchase Price will be returned to shareholders. The Company will fund any purchases of Shares pursuant to the Offer from available cash on hand.

The Offer will be for up to approximately 65% of the total number of issued and outstanding Shares (based on a Purchase Price equal to the minimum purchase price per Share of Cdn$1.80 and 26,426,871 Shares outstanding on November 9, 2010).

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. 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 will be mailed to shareholders and filed with the applicable securities regulators and available on SEDAR at www.sedar.com on or about November 11, 2010. The Offer will remain open for acceptance for at least 35 days after the date of commencement, unless withdrawn or extended by the Company.

The Board has authorized the making of the Offer (with the significant shareholder or significant shareholder representatives on the Board, Messrs. John Driscoll and Eitan Milgram, abstaining from approval of the terms of the Offer). Grant Thornton LLP ("Grant Thornton") was engaged by the Board of Directors as the independent valuator to prepare a formal valuation of the Shares (the "Valuation"). The Valuation contains Grant Thornton's opinion that, based on the scope of its review and subject to the assumptions, restrictions and limitations provided therein, as of November 9, 2010, the fair market value per Share falls within the range of Cdn$1.96 to Cdn$2.18. A copy of the Grant Thornton Valuation will be attached to the Offer Documents.

In accordance with applicable Canadian securities laws, the Company has suspended repurchases of any Shares under its normal course issuer bid announced on August 6, 2010 until after the expiry or termination of the Offer.

Neither the Company nor its Board makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares to the Offer.

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 is making the Offer as an equitable and efficient means to distribute an aggregate of Cdn$31 million in cash to shareholders, while at the same time proportionately increasing the equity interest in the Company of Shareholders who do not deposit their Shares to the Offer.

The Board's decision to authorize making the Offer, was based on a number of factors, including that the Offer is an equitable and efficient means of distributing capital of up to approximately Cdn$31 million in the aggregate to shareholders the Offer provides shareholders who desire liquidity with an opportunity to realize on all or a portion of their investment in the Corporation and the deposit of Shares is optional and Shareholders are free to accept or reject the Offer.

Further information concerning the factors considered by the Board, along with the terms and conditions of the Offer, will be contained in the Offer Documents that will be mailed to shareholders and available on SEDAR when the Offer is formally launched.

The Company will issue another press release when the Offer is mailed and formally commenced. At that time, the Company expects to provide disclosure regarding the intention of insiders with respect to the Offer.

This press release is for information purposes only and is not an offer to buy or the solicitation of an offer to sell any Shares.

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

Contact Information