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
This talk centers around how to automate best practices in a multi-/hybrid-cloud world based on our work with customers like GE, Discovery Communications and Fannie Mae. Today’s enterprises are reaping the benefits of cloud computing, but also discovering many risks and challenges. In the age of DevOps and the decentralization of IT, it’s easy to over-provision resources, forget that instances are running, or unintentionally expose vulnerabilities.
Everywhere we turn in our industry we can find strong opinions about the direction, type and nature of cloud’s impact on computing and business. Another word that is used in every context in our industry is “hybrid.” In his session at 20th Cloud Expo, Alvaro Gonzalez, Director of Technical, Partner and Field Marketing at Peak 10, will use a combination of a few conceptual props and some research recently commissioned by Peak 10 to offer a real-world consideration of how the various categories of...
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Five years ago development was seen as a dead-end career, now it’s anything but – with an explosion in mobile and IoT initiatives increasing the demand for skilled engineers. But apart from having a ready supply of great coders, what constitutes true ‘DevOps Royalty’? It’ll be the ability to craft resilient architectures, supportability, security everywhere across the software lifecycle. In his keynote at @DevOpsSummit at 20th Cloud Expo, Jeffrey Scheaffer, GM and SVP, Continuous Delivery Busine...
Detecting internal user threats in the Big Data eco-system is challenging and cumbersome. Many organizations monitor internal usage of the Big Data eco-system using a set of alerts. This is not a scalable process given the increase in the number of alerts with the accelerating growth in data volume and user base. Organizations are increasingly leveraging machine learning to monitor only those data elements that are sensitive and critical, autonomously establish monitoring policies, and to detect...
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
The 21st International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Machine Learning 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 busin...
Multiple data types are pouring into IoT deployments. Data is coming in small packages as well as enormous files and data streams of many sizes. Widespread use of mobile devices adds to the total. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will look at the tools and environments that are being put to use in IoT deployments, as well as the team skills a modern enterprise IT shop needs to keep things running, get a handle on all this data, and deli...
SYS-CON Events announced today that Systena America will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Systena Group has been in business for various software development and verification in Japan, US, ASEAN, and China by utilizing the knowledge we gained from all types of device development for various industries including smartphones (Android/iOS), wireless communication, security technology and IoT serv...
While some vendors scramble to create and sell you a fancy solution for monitoring your spanking new Amazon Lambdas, hear how you can do it on the cheap using just built-in Java APIs yourself. By exploiting a little-known fact that Lambdas aren’t exactly single threaded, you can effectively identify hot spots in your serverless code. In his session at 20th Cloud Expo, David Martin, Principal Product Owner at CA Technologies, will give a live demonstration and code walkthrough, showing how to ov...
SYS-CON Events announced today that Loom Systems will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Founded in 2015, Loom Systems delivers an advanced AI solution to predict and prevent problems in the digital business. Loom stands alone in the industry as an AI analysis platform requiring no prior math knowledge from operators, leveraging the existing staff to succeed in the digital era. With offices in S...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend @CloudExpo | @ThingsExpo, June 6-8, 2017, at the Javits Center in New York City, NY and October 31 - November 2, 2017, Santa Clara Convention Center, CA. Learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
SYS-CON Events announced today that EARP Integration will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. EARP Integration is a passionate software house. Since its inception in 2009 the company successfully delivers smart solutions for cities and factories that start their digital transformation. EARP provides bespoke solutions like, for example, advanced enterprise portals, business intelligence systems an...
We build IoT infrastructure products - when you have to integrate different devices, different systems and cloud you have to build an application to do that but we eliminate the need to build an application. Our products can integrate any device, any system, any cloud regardless of protocol," explained Peter Jung, Chief Product Officer at Pulzze Systems, in this SYS-CON.tv interview at @ThingsExpo, held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA
Existing Big Data solutions are mainly focused on the discovery and analysis of data. The solutions are scalable and highly available but tedious when swapping in and swapping out occurs in disarray and thrashing takes place. The resolution for thrashing through machine learning algorithms and support nomenclature is through simple techniques. Organizations that have been collecting large customer data are increasingly seeing the need to use the data for swapping in and out and thrashing occurs ...