BDO Bordeaux Energy (Tier2)

C.A. Bancorp Inc. (TSX:BKP) ("C.A. Bancorp" or the "Corporation") announced
today that it intends to make a substantial issuer bid (the "Offer"), pursuant
to which C.A. Bancorp will offer to repurchase for cancellation up to Cdn$25
million in value of its outstanding common shares (the "Shares") from
shareholders for cash.


The Offer will be by way of a "modified Dutch auction" and the range of Offer
prices will be between Cdn$3.45 to Cdn$3.55 per Share. The maximum Purchase
Price (as defined below) under the Offer represents a premium of approximately
14% over the volume weighted average trading price of the Shares on the TSX of
Cdn$3.12 for the last 30 trading days preceding the date of this announcement.


The modified Dutch auction tender process allows shareholders to individually
select the price, within the specified range (in increments of Cdn$0.01 per
Share), at which they are willing to sell all or a portion of their Shares. When
the Offer expires, C.A. Bancorp will select the lowest tendered price from
within the range of prices (the "Purchase Price") that would allow it to buy up
to Cdn$25 million of the Shares validly tendered to the Offer. All Shares
tendered at or below the selected price will be bought at the Purchase Price,
subject to the preferential acceptance of "odd lots" (being individual holdings
of less than 100 Shares in the aggregate) and pro-rationing if the aggregate
cost to purchase all of such tendered Shares exceeds Cdn$25 million. All Shares
tendered at prices higher than the Purchase Price will be returned to
shareholders. The Corporation will fund any purchases of Shares pursuant to the
Offer from available cash on-hand. The Offer will be for up to approximately 59%
of the total number of issued and outstanding Shares on a non-diluted basis
(based on a Purchase Price equal to the minimum purchase price per Share of
Cdn$3.45 and 12,269,280 Shares outstanding on March 7, 2014).


The Offer will not be conditional on any minimum number of Shares being tendered
to the Offer, but will be subject to other conditions customary for transactions
of this nature. The Offer will remain open for acceptance for at least 35 days
after the date of commencement, unless withdrawn or extended by the Corporation.
The Corporation's normal course issuer bid, announced on September 9, 2013, will
be suspended from the date of this news release until a date following the
expiry of the Offer.


It is anticipated that the formal offer to purchase and issuer bid circular and
other related documents (the "Offer Documents"), containing the terms and
conditions of the Offer and instructions for tendering Shares, among other
things, will be mailed to shareholders and filed with the applicable securities
regulators and available on SEDAR at www.sedar.com promptly. Shareholders should
carefully read the Offer Documents in their entirety, once available, before
making a decision whether or not to tender Shares to the Offer.


The Board of Directors of C.A. Bancorp has authorized and approved the making of
the Offer. BDO Canada LLP ("BDO") was engaged by the Board as the independent
valuator to prepare a formal valuation of the Shares (the "Valuation"). The
Valuation contains BDO's opinion that, based on the scope of its review and
subject to the assumptions, restrictions and limitations provided therein, as of
December 31, 2013, the fair market value per Share falls within the range of
Cdn$3.68 to Cdn$3.71. A copy of the BDO Valuation will be attached to the Offer
Documents.


C.A. Bancorp is making the Offer to provide a liquidity opportunity for
shareholders and because, among other things, the Board of Directors and
management of C.A. Bancorp believe that the Shares have been trading in volumes
that do not provide reasonable liquidity for shareholders and the Offer
represents an appropriate use of a portion of C.A. Bancorp's cash on hand.


Neither the Corporation nor its Board of Directors makes any recommendation to
shareholders as to whether to tender or refrain from tendering any or all of
their Shares to the Offer or as to the purchase price or prices at which
shareholders may choose to tender Shares. Shareholders are strongly urged to
consult their own financial, tax and legal advisors and to make their own
decisions whether to tender or refrain from tendering their Shares to the Offer
and, if so, how many Shares to tender and at what price or prices. 


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. 


More information 

Computershare Investor Services Inc. is acting as the Depositary under the
Offer. Any questions or requests for assistance in tendering Shares to the Offer
may be directed to the Depositary toll-free at 1-800-564-6253 or by e-mail at
corporateactions@computershare.com.


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 prove to be correct. These statements are
based on expectations including that the offer will be made at the prices and on
the timelines indicated. These forward-looking statements are subject to a
number of risks and uncertainties. Additional important factors that could cause
actual results to differ materially from expectations include, among other
things, general economic and market factors. Actual results could differ
materially from those anticipated in these forward-looking statements. Reference
should also be made to the risk factors published in the Company's most recent
management discussion and analysis and annual information form, both of which
are available at www.sedar.com.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Computershare Investor Services Inc.
Toll-Free at 1-800-564-6253
corporateactions@computershare.com

Bordeaux Energy (Tier2) (TSXV:BDO)
Historical Stock Chart
From Apr 2024 to May 2024

Bordeaux Energy (Tier2) (TSXV:BDO)
Historical Stock Chart
From May 2023 to May 2024