TORONTO, ONTARIO--(Marketwire - Nov. 27, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Pursuant to the early warning requirements of applicable Canadian securities laws, CDJ Global Catalyst LLC ("CDJ") announced today that CDJ, by itself or through an affiliated corporation or otherwise, on behalf of accounts in respect of which it exercises discretion and control, intends to make an all-cash offer to acquire all of the issued and outstanding shares of C.A. Bancorp Inc. ("CAB"), at a price of $3.15 per share (the "Offer"). CDJ, on behalf of managed accounts over which it has sole discretion, exercises control over 2,442,051 common shares of CAB, representing approximately 19.9% of the issued and outstanding common shares of CAB and is the largest shareholder of CAB.
The Offer will be made by way of a take-over bid circular to be mailed to CAB's shareholders, which will contain the full terms and conditions of the Offer, including the details of how to accept the Offer. CDJ expects that the Offer will be sent to shareholders in early December and that the Offer will be completed, subject to the satisfaction of its conditions, in early February, 2013.
The Offer will be subject to certain conditions, including, without limitation, there being no adverse material change to CAB. Full details of the terms and conditions of the Offer will be set out in the formal offer and take-over bid circular to be mailed to shareholders. CDJ has today formally requested from CAB that it provide CDJ a list of all registered shareholders so that it can mail the formal offer and take-over bid circular to all shareholders
CDJ intends for the Offer to represent a "Permitted Bid" under CAB's shareholder rights plan dated January 23, 2012. As such, the Offer will:
- be open for 60 days and will only proceed if after such 60 day period more than 50% of the then outstanding shares held by independent shareholders (i.e. not including shares in respect of which CDJ exercises control) have been tendered pursuant to the Offer;
- provide that, unless the Offer is withdrawn, shares may be deposited pursuant to the Offer at any time prior to the close of business on the date of the first take-up of or payment for shares;
- permit any shares deposited pursuant to the Offer to be withdrawn until taken up and paid for; and
- provided that at least 50% of the shares not held by CDJ are tendered, CDJ will make a public announcement of that fact and the Offer will remain open for deposits and tenders of shares for at least 10 business days from the date of such public announcement.
CDJ further intends that the Offer will be subject to certain additional conditions, including, without limitation, that from this date forward and prior to the successful completion of the Offer, CAB shall not:
- make any distribution of cash, including the cash distribution to shareholders in an amount between $1.50 per share and $1.60 per share proposed by CAB's current management in CAB's MD&A for the fiscal quarter ended September 30, 2012 and disclosed by CAB's current management in the CAB press release dated November 5, 2012;
- sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of or encumber or otherwise transfer (including by way of joint venture) any assets, securities, properties, investments, interests or businesses of CAB;
- pay, discharge or satisfy any material liabilities or obligations;
- adopt a plan of liquidation or resolution providing for the liquidation or dissolution of CAB nor provide any consent, waiver or approval to any person in which CAB has a voting or equity interest in respect of such actions;
- declare, set aside or pay a dividend, return capital or otherwise make a distribution (whether in cash, shares or property) on any of its outstanding securities; or
- authorize or propose any of the foregoing or enter into any agreement to do any of the foregoing.
The Offer represents a premium of over 7% to the closing price of CAB's shares on the TSX on November 26, 2012, the last trading day prior to the announcement of CDJ's intention to make the Offer. Furthermore, the Offer represents a price that is 94% of CAB's net asset value per share ("CAB NAV") as reported by CAB on November 5, 2012. Shareholders should note that CAB NAV does not take into account the ongoing operating costs that are anticipated to be incurred through its realization strategy period such as payroll and related expenses, general and administration costs and other corporate expenses. Additionally, taking into account the remaining length of time CAB will take to complete its realization strategy and the time value of money, CDJ believes its Offer, which is all cash immediately, provides shareholders with a superior and certain liquidity event.
Colin King, the managing director of CDJ, said today "CDJ intends to reinvigorate CAB with new management and a new Board of Directors comprised of proven business builders. Such new management will, amongst other strategies, pursue acquisitions of businesses in a variety of sectors where it can leverage its expertise and experience to create further value in such enterprises. For example, CDJ believes that there are numerous opportunities to capitalize on the aging of business owners in Canada. Recently published reports note that no less than 250,000 Canadian business owners are now aged 55 and over and that by the end of the decade close to 350,000 business owners will be over the age of 55. Many of these businesses have no succession plans and therefore represent a pool of acquisition targets that can potentially be taken to new heights, especially if provided the greater access to capital available by being part of a successful publicly traded entity".
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any of the securities of C.A. Bancorp Inc. Such an offer may only be made pursuant to an offer and take-over bid circular filed with the securities regulatory authorities in Canada.
Certain statements in the press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations of CDJ include, among other things, the failure to meet certain conditions of the Offer, changes in law, and the ability of CDJ to attract a qualified slate of proposed directors. Such forward-looking statements should therefore be construed in light of such factors, and CDJ is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.