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                                                         

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
IoT solutions exploit operational data generated by Internet-connected smart “things” for the purpose of gaining operational insight and producing “better outcomes” (for example, create new business models, eliminate unscheduled maintenance, etc.). The explosive proliferation of IoT solutions will result in an exponential growth in the volume of IoT data, precipitating significant Information Governance issues: who owns the IoT data, what are the rights/duties of IoT solutions adopters towards t...
As data explodes in quantity, importance and from new sources, the need for managing and protecting data residing across physical, virtual, and cloud environments grow with it. Managing data includes protecting it, indexing and classifying it for true, long-term management, compliance and E-Discovery. Commvault can ensure this with a single pane of glass solution – whether in a private cloud, a Service Provider delivered public cloud or a hybrid cloud environment – across the heterogeneous enter...
Businesses and business units of all sizes can benefit from cloud computing, but many don't want the cost, performance and security concerns of public cloud nor the complexity of building their own private clouds. Today, some cloud vendors are using artificial intelligence (AI) to simplify cloud deployment and management. In his session at 20th Cloud Expo, Ajay Gulati, Co-founder and CEO of ZeroStack, will discuss how AI can simplify cloud operations. He will cover the following topics: why clou...
"We are a custom software development, engineering firm. We specialize in cloud applications from helping customers that have on-premise applications migrating to the cloud, to helping customers design brand new apps in the cloud. And we specialize in mobile apps," explained Peter Di Stefano, Vice President of Marketing at Impiger Technologies, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
@DevOpsSummit taking place June 6-8, 2017 at Javits Center, New York City, is co-located with the 20th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. @DevOpsSummit at Cloud Expo New York Call for Papers is now open.
Everyone knows that truly innovative companies learn as they go along, pushing boundaries in response to market changes and demands. What's more of a mystery is how to balance innovation on a fresh platform built from scratch with the legacy tech stack, product suite and customers that continue to serve as the business' foundation. In his General Session at 19th Cloud Expo, Michael Chambliss, Head of Engineering at ReadyTalk, discussed why and how ReadyTalk diverted from healthy revenue and mor...
The many IoT deployments around the world are busy integrating smart devices and sensors into their enterprise IT infrastructures. Yet all of this technology – and there are an amazing number of choices – is of no use without the software to gather, communicate, and analyze the new data flows. Without software, there is no IT. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, Dave McCarthy, Director of Products at Bsquare Corporation; Alan Williamson, Principal...
"Qosmos has launched L7Viewer, a network traffic analysis tool, so it analyzes all the traffic between the virtual machine and the data center and the virtual machine and the external world," stated Sebastien Synold, Product Line Manager at Qosmos, in this SYS-CON.tv interview at 19th Cloud Expo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
Effectively SMBs and government programs must address compounded regulatory compliance requirements. The most recent are Controlled Unclassified Information and the EU's GDPR have Board Level implications. Managing sensitive data protection will likely result in acquisition criteria, demonstration requests and new requirements. Developers, as part of the pre-planning process and the associated supply chain, could benefit from updating their code libraries and design by incorporating changes. In...
In his session at Cloud Expo, Robert Cohen, an economist and senior fellow at the Economic Strategy Institute, provideed economic scenarios that describe how the rapid adoption of software-defined everything including cloud services, SDDC and open networking will change GDP, industry growth, productivity and jobs. This session also included a drill down for several industries such as finance, social media, cloud service providers and pharmaceuticals.
The 20th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held June 6-8, 2017, at the Javits Center in New York City, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportunity. Submit your speaking proposal ...
You have great SaaS business app ideas. You want to turn your idea quickly into a functional and engaging proof of concept. You need to be able to modify it to meet customers' needs, and you need to deliver a complete and secure SaaS application. How could you achieve all the above and yet avoid unforeseen IT requirements that add unnecessary cost and complexity? You also want your app to be responsive in any device at any time. In his session at 19th Cloud Expo, Mark Allen, General Manager of...
"IoT is going to be a huge industry with a lot of value for end users, for industries, for consumers, for manufacturers. How can we use cloud to effectively manage IoT applications," stated Ian Khan, Innovation & Marketing Manager at Solgeniakhela, in this SYS-CON.tv interview at @ThingsExpo, held November 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA.
Successful digital transformation requires new organizational competencies and capabilities. Research tells us that the biggest impediment to successful transformation is human; consequently, the biggest enabler is a properly skilled and empowered workforce. In the digital age, new individual and collective competencies are required. In his session at 19th Cloud Expo, Bob Newhouse, CEO and founder of Agilitiv, drew together recent research and lessons learned from emerging and established compa...