Maxam Opportunities Fund Limited Partnership and Maxam Opportunities Fund Limited Partnership commenced an all-cash offer to acquire C.A. Bancorp Inc., publicly traded Canadian merchant bank and alternative asset manager, at a price of $1.22 per share.
Maxam Opportunities Fund Limited Partnership and Maxam Opportunities Fund (International) Limited Partnership announced today that they have commenced an all-cash offer, through an acquisition entity, to acquire C.A. Bancorp Inc. (TSX: BKP) at a price of $1.22 per share.
Maxam’s offer represents a premium of approximately 20 per cent to the volume weighted average trading price of C.A. Bancorp common shares on the TSX for the past 30 trading days and approximately 10 per cent to the closing price of C.A. Bancorp common shares on the TSX on December 2, 2009. The proposed transaction has a transaction value of approximately $32.6 million.
C.A. Bancorp is a publicly traded Canadian merchant bank and alternative asset manager that owns interests in a disparate group of what Maxam believes to be highly illiquid assets. Based on (i) C.A. Bancorp’s poor investment track record, (ii) its affiliation and history of related party dealings with Sentry Select Capital, (iii) its current large overhead structure relative to its asset base, and (iv) the illiquid nature of the C.A. Bancorp common shares, Maxam believes C.A. Bancorp will continue to erode value for its shareholders and will be unable to execute major components of its business model – establishing funds and raising capital.
Maxam believes the offer provides compelling value for the C.A. Bancorp shareholders, taking into consideration the existing assets, the illiquid nature of the C.A. Bancorp’s shares and the lack of growth prospects for C.A. Bancorp’s business. The offer gives C.A. Bancorp shareholders the ability to realize the offered value immediately and represents a liquidity event at a significant premium with the certainty of a fully-financed, all-cash offer and without having to pay brokerage fees or commissions.
Maxam expects to commence the offer on Monday, December 7, 2009. The offer will expire on January 12, 2010 unless extended or withdrawn. Full details of the offer will be included in the formal offer and take-over bid circular to be publicly filed on SEDAR, and which will be subsequently mailed to C.A. Bancorp’s shareholders.
The offer will be subject to certain conditions, including (i) there being validly deposited under the offer that number of C.A. Bancorp common shares which, together with the C.A. Bancorp common shares held by Maxam, constitute at least 66 2/3% of C.A. Bancorp’s outstanding common shares (calculated on a fully-diluted basis), (ii) Maxam having determined that there are minimum cash resources in C.A. Bancorp of at least $9 million at the expiry time, and (iii) receipt of all necessary regulatory approvals. These conditions and the other conditions of the offer will be described in the formal offer. The offer will not be subject to any financing condition.
The Maxam funds are private equity funds focused on structured investments in mid-market companies, with approximately $100 million of committed capital under management. Maxam targets investments in a variety of complex situations, including, non-core asset divestitures, management-led buyouts, recapitalizations, distressed debt, bridge loans, and public market investing. Further information about the Maxam funds can be found at www.maxamcapitalcorp.com.
Lang Michener LLP is Maxam’s legal advisor. Georgeson Shareholder Communications Canada Inc. is the information agent for the offer.
This news release contains statements that constitute “forward-looking information” or “forward-looking statements” (collectively “forward-looking information”) within the meaning of applicable securities legislation. This forward-looking information includes, among others, statements regarding the proposed offer to acquire all of the issued and outstanding common shares of C.A. Bancorp including the timing and terms thereof. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond Maxam’s control including, without limitation, uncertainty related to the completion of the transaction, the impact of legislative or regulatory developments, competition, global capital markets activity, changes in prevailing interest rates, currency exchange rates, inflation levels and general economic conditions. Readers are cautioned that the foregoing list of risk factors is not exhaustive. Actual results, performance or achievements may differ materially from those expressed in, or implied by this forward-looking information and, accordingly, no assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that will derive therefrom.
Forward-looking information is based on the estimates and opinions of Maxam’s management at the time the information is released and Maxam does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
Information in this news release concerning C.A. Bancorp is based entirely on publicly available sources and has not been independently verified by Maxam. Maxam assumes no responsibility for the accuracy or completeness of such information.
Note: All financial figures are in Canadian dollars unless noted otherwise.
Maxam and its affiliates have not yet commenced the offer referred to in this news release. The offer (as it may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer to purchase and take-over bid circular to be delivered to C.A. Bancorp and filed with Canadian provincial securities regulators and to be mailed to C.A. Bancorp shareholders by the offeror. The offer to purchase and take-over bid circular will contain important information about the offer, including the terms and conditions of the offer, and should be read carefully by C.A. Bancorp shareholders. C.A. Bancorp shareholders may to obtain at no charge the offer to purchase, take-over bid circular and all other documents when they become available on the system for electronic document analysis and retrieval (SEDAR) at www.sedar.com. Accordingly, this announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The release, publication and distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published and distributed should inform themselves about and observe such restrictions.
The offer is not being made in, nor will deposits of securities be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Maxam may, in its sole discretion, take such action as it deems necessary to extend the offer in any such jurisdiction.
In addition, this news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. No offering of securities will be made absent registration under, or an exemption from the registration requirements of, applicable securities laws.