

C.A. Bancorp Inc. Signs Pre-Acquisition Agreement With Century Services
TORONTO, ONTARIO--(Marketwire - May 13, 2010) - C.A. Bancorp Inc. ("C.A. Bancorp" or the "Company") (TSX:BKP) today announced that it has entered into a pre-acquisition agreement with 1535633 Alberta Ltd., an affiliate of Century Services Inc. (together, "Century").
Pursuant to the agreement Century has agreed to make an offer to acquire all of the issued and outstanding shares of the Company at an offer price of $1.50 per share. The Century offer will be subject to certain terms and conditions, including acceptance by holders of not less than 66 2/3% of the outstanding C.A. Bancorp shares calculated on a fully-diluted basis . John Driscoll, the Chairman of the Company and holder of approximately 13% of the outstanding shares, has agreed to tender those shares to the Century offer.
The Century agreement is the culmination of a strategic process initiated in response to the unsolicited offer by Maxam Opportunities Fund Limited Partnership and Maxam Opportunities Fund (International) Limited Partnership (together, "Maxam") to acquire the Company.
The Board of Directors of the Company does not intend to make, and the terms of the pre-acquisition agreement contemplate that it will not make, any recommendation concerning the Century offer to C.A. Bancorp's shareholders. The Company's Board has determined that, if the Century offer is not successfully completed, C.A. Bancorp's interests would be best served through the realization of the Company's assets and the distribution of the proceeds to the Company's securityholders, and in those circumstances the Board would intend to pursue that strategy. Specifically, the Company expects that it would pursue opportunities to accelerate the realization dates for its assets (which in many cases are supported by contractual liquidity rights) where it is in the best interests of the Company to do so. Discussions concerning certain assets are continuing. Pending completion or termination of the Century offer, consummation of any such transactions would be subject to Century's approval.
Under the pre-acquisition agreement the Company has agreed not to solicit competing transactions to the Century offer, and has agreed to pay a termination fee of $1,500,000 in certain circumstances including if a superior offer is recommended by the Company's board of directors. Mr. Driscoll's commitment to accept the Century offer will terminate upon the termination of the pre-acquisition agreement. The Company has also agreed to reimburse Century for certain expenses if the Century offer is not successfully completed in certain circumstances. A copy of the pre-acquisition agreement and of the lock-up agreement will be filed at [ www.sedar.com ].
Tim Unwin, the Chairman of the Special Committee of the Company's Board of Directors, said: "For the past several months, our Board of Directors, with the assistance of outside advisors, has been engaged in a very active and full strategic review process to maximize the value of C.A. Bancorp Inc. The outcome of this process has yielded a choice for shareholders – a cash offer, which would provide immediate liquidity to shareholders, or alternatively a realization strategy under which the Company's assets would be monetized and the proceeds distributed to shareholders on a timely basis. We intend to put the choice to shareholders so that they can determine the preferred path for their Company."
It is anticipated that Century would mail an offer and take-over circular describing the Century offer, and that the Company's Board would contemporaneously mail a directors' circular outlining the Century offer and particulars of the alternative realization strategy, within the next three weeks. If the Century offer is successfully completed the first take-up and payment would likely occur in late June or early July, 2010.
CIBC World Markets Inc. is acting as financial advisor, and Goodmans LLP is acting as legal advisor, to the Board of Directors of C.A. Bancorp.
About 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.
Forward Looking Statements
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.