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CDJ Global Catalyst LLC Mails Offer and Take-Over Bid Circular to C.A. Bancorp Inc. Shareholders
By: Marketwired .
Jan. 25, 2013 05:45 PM
TORONTO, ONTARIO -- (Marketwire) -- 01/25/13 -- C.A. Bancorp Inc. ("CAB" or the "Company") (TSX:BKP) and CDJ Global Catalyst LLC ("CDJ") today announced that CDJ has commenced its 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"), and mailed the Offer and take-over bid circular to the Company's shareholders (the "Shareholders"). The directors' circular of the Company's board of directors (the "Board") has been mailed concurrently with the Offer and take-over bid circular.
After careful consideration, the Board determined unanimously, upon the recommendation of a special committee of independent directors, and after consultation with the Company's financial and legal advisors, including its receipt of a fairness opinion from MPA Morrison Park Advisors Inc., that it is in the best interests of the Company to support and facilitate the Offer, to enter into a support agreement with CDJ in respect of the Offer (the "Support Agreement"), and to recommend that Shareholders deposit their Shares to the Offer.
The Offer will be open for acceptance until 5:00 p.m. (Eastern) on March 4, 2013 (the "Expiry Time"), unless extended or withdrawn. The Offer is subject to the condition, among others, that more than 50% of the outstanding Shares held by Shareholders (other than CDJ and its affiliates and Shareholders over whose holdings CDJ or its affiliates exercise control or direction) shall have been deposited or tendered pursuant to the Offer and not withdrawn at the Expiry Time. CDJ does not intend to proceed with a second-stage transaction to acquire any Shares not tendered under the Offer. Full details of the Offer are contained in the take-over bid circular of CDJ and the Company's directors' circular, copies of which are available under the Company's profile at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer. Shareholders can obtain copies of the take-over bid circular and related materials at no charge from the depositary at 1-800-564-6253 or by email at firstname.lastname@example.org. Shareholders whose Shares are registered in the name of an investment dealer, stockbroker, bank, trust company or other nominee should contact such nominee if they wish to accept the Offer.
C.A. Bancorp Inc.
CAB 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. CAB 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.
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.
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