Welcome!

News Feed Item

CDJ Global Catalyst LLC Enters Into a Support Agreement to Acquire C.A. Bancorp Inc. for $3.20 Per Share in Cash

TORONTO, ONTARIO -- (Marketwire) -- 01/10/13 -- C.A. Bancorp Inc. ("CAB" or the "Company") (TSX:BKP) and CDJ Global Catalyst LLC ("CDJ") today announced that they have entered into a support agreement (the "Support Agreement") under which CDJ has agreed, subject to customary conditions, to offer to acquire all of the issued and outstanding common shares (the "Shares") of the Company for cash at a price of $3.20 per Share (the "Offer"), an increase from CDJ's previously announced intention to make an offer at $3.15 per Share. The Offer will be made by CDJ, on behalf of accounts in respect of which it exercises discretion and control, by way of a take-over bid circular that will be mailed to the Company's shareholders (the "Shareholders") on or before January 21, 2013, subject to extension. CDJ, on behalf of managed accounts over which it has sole discretion, exercises control over 2,442,051 or 19.9% of the 12,269,280 issued and outstanding Shares.

The Company's Board of Directors (the "Board") has unanimously determined that the consideration per Share under the proposed transaction (the "Transaction") is fair and the transactions contemplated in the Offer are in the best interests of the Company and the Shareholders and, accordingly, the Board has unanimously recommended that Shareholders tender their Shares to the Offer. The Company's financial advisor, MPA Morrison Park Advisors Inc., has provided an opinion to the Board that the consideration payable under the Transaction is fair from a financial point of view to Shareholders (other than CDJ or any of its affiliates).

"When the Company began implementing the realization strategy in mid-2010, the board and management were committed to maximizing shareholder value over a two to three year period, while continuously evaluating alternatives that may deliver similar or superior value to the shareholders," said Paul Haggis, Chairman of the Board. "The transaction announced today represents the culmination of the realization strategy and we recommend that shareholders tender their shares to the Offer."

"We are very pleased to have our bid supported by CAB's Board of Directors. We intend to maintain CAB as a publicly traded entity, which will facilitate future growth and provide greater access to capital, which can then be deployed in new opportunistic investments," said Colin King, Managing Director of CDJ.

The consideration being offered to Shareholders under this Transaction represents a premium of approximately 9% to the closing price of the Company's Shares on November 26, 2012, the day prior to the announcement by CDJ of its intention to make an all-cash offer to acquire the Shares. Furthermore, the Offer represents a price that is 96% of CAB's net asset value per Share as reported by CAB on November 5, 2012.

As part of the Transaction, directors and officers of the Company who own Shares have entered into lock-up agreements to tender to the Offer, subject to the terms of such agreements, all of the Shares beneficially owned or controlled by them. In addition, CDJ has also received lock-up agreements from The K2 Principal Fund L.P., North Pole Capital Master Fund, a former director of the Company and a former officer of the Company in which each has agreed subject to the terms of such agreements to tender their Shares to the Offer. In aggregate, CDJ has received agreements to tender to the Offer for 3,603,567 Shares representing approximately 29.37% of the Company's issued and outstanding Shares.

The Offer will be open for acceptance for a period of not less than 35 days and will be conditional upon, among other things, more than 50% of the Shares of the Company (on a fully-diluted basis and excluding those held or controlled by CDJ) being validly deposited under the Offer and not withdrawn. In addition, the Offer will also be subject to other customary conditions. The Support Agreement includes customary restrictions on the Company seeking alternatives to the Offer (subject to "fiduciary out" provisions in the event of an unsolicited superior proposal), and standard "deal protection" provisions include a termination fee and right to match in favour of CDJ. Pending completion of the Offer and subject to certain limitations outlined in the Support Agreement, the Company will continue to operate its business in the ordinary course consistent with past practice.

Shareholders should consult their own investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor with respect to the Transaction, details of which will be contained in the take-over bid circular.

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 has historically 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 executing its Realization Strategy.

Caution Regarding Forward-Looking Information

This release may contain 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 available at www.sedar.com.

C.A. Bancorp Inc.                                                           
401 Bay Street, Suite 1600                                                  
Toronto, Ontario M5H 2Y4                                                    
Telephone: (416) 214-5985                                                   
Fax: (416) 861-8166                                                         

Contacts:
C.A. Bancorp Inc.
Steven Sharpe
Chief Executive Officer
1-866-388-5985
416-861-8166 (FAX)
[email protected]
www.cabancorp.com

Contacts:
CDJ Global Catalyst LLC
Colin King
Managing Director
(212) 521-1108

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
"ZeroStack is a startup in Silicon Valley. We're solving a very interesting problem around bringing public cloud convenience with private cloud control for enterprises and mid-size companies," explained Kamesh Pemmaraju, VP of Product Management at ZeroStack, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
In his session at 21st Cloud Expo, Carl J. Levine, Senior Technical Evangelist for NS1, will objectively discuss how DNS is used to solve Digital Transformation challenges in large SaaS applications, CDNs, AdTech platforms, and other demanding use cases. Carl J. Levine is the Senior Technical Evangelist for NS1. A veteran of the Internet Infrastructure space, he has over a decade of experience with startups, networking protocols and Internet infrastructure, combined with the unique ability to it...
"Codigm is based on the cloud and we are here to explore marketing opportunities in America. Our mission is to make an ecosystem of the SW environment that anyone can understand, learn, teach, and develop the SW on the cloud," explained Sung Tae Ryu, CEO of Codigm, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
High-velocity engineering teams are applying not only continuous delivery processes, but also lessons in experimentation from established leaders like Amazon, Netflix, and Facebook. These companies have made experimentation a foundation for their release processes, allowing them to try out major feature releases and redesigns within smaller groups before making them broadly available. In his session at 21st Cloud Expo, Brian Lucas, Senior Staff Engineer at Optimizely, discussed how by using ne...
"CA has been doing a lot of things in the area of DevOps. Now we have a complete set of tool sets in order to enable customers to go all the way from planning to development to testing down to release into the operations," explained Aruna Ravichandran, Vice President of Global Marketing and Strategy at CA Technologies, in this SYS-CON.tv interview at DevOps Summit at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
"There's plenty of bandwidth out there but it's never in the right place. So what Cedexis does is uses data to work out the best pathways to get data from the origin to the person who wants to get it," explained Simon Jones, Evangelist and Head of Marketing at Cedexis, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
Large industrial manufacturing organizations are adopting the agile principles of cloud software companies. The industrial manufacturing development process has not scaled over time. Now that design CAD teams are geographically distributed, centralizing their work is key. With large multi-gigabyte projects, outdated tools have stifled industrial team agility, time-to-market milestones, and impacted P&L stakeholders.
"Cloud Academy is an enterprise training platform for the cloud, specifically public clouds. We offer guided learning experiences on AWS, Azure, Google Cloud and all the surrounding methodologies and technologies that you need to know and your teams need to know in order to leverage the full benefits of the cloud," explained Alex Brower, VP of Marketing at Cloud Academy, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clar...
Gemini is Yahoo’s native and search advertising platform. To ensure the quality of a complex distributed system that spans multiple products and components and across various desktop websites and mobile app and web experiences – both Yahoo owned and operated and third-party syndication (supply), with complex interaction with more than a billion users and numerous advertisers globally (demand) – it becomes imperative to automate a set of end-to-end tests 24x7 to detect bugs and regression. In th...
Enterprises are moving to the cloud faster than most of us in security expected. CIOs are going from 0 to 100 in cloud adoption and leaving security teams in the dust. Once cloud is part of an enterprise stack, it’s unclear who has responsibility for the protection of applications, services, and data. When cloud breaches occur, whether active compromise or a publicly accessible database, the blame must fall on both service providers and users. In his session at 21st Cloud Expo, Ben Johnson, C...
Data scientists must access high-performance computing resources across a wide-area network. To achieve cloud-based HPC visualization, researchers must transfer datasets and visualization results efficiently. HPC clusters now compute GPU-accelerated visualization in the cloud cluster. To efficiently display results remotely, a high-performance, low-latency protocol transfers the display from the cluster to a remote desktop. Further, tools to easily mount remote datasets and efficiently transfer...
"Infoblox does DNS, DHCP and IP address management for not only enterprise networks but cloud networks as well. Customers are looking for a single platform that can extend not only in their private enterprise environment but private cloud, public cloud, tracking all the IP space and everything that is going on in that environment," explained Steve Salo, Principal Systems Engineer at Infoblox, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Conventio...
"Akvelon is a software development company and we also provide consultancy services to folks who are looking to scale or accelerate their engineering roadmaps," explained Jeremiah Mothersell, Marketing Manager at Akvelon, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
"MobiDev is a software development company and we do complex, custom software development for everybody from entrepreneurs to large enterprises," explained Alan Winters, U.S. Head of Business Development at MobiDev, in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.
"We're developing a software that is based on the cloud environment and we are providing those services to corporations and the general public," explained Seungmin Kim, CEO/CTO of SM Systems Inc., in this SYS-CON.tv interview at 21st Cloud Expo, held Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA.