|By Marketwired .||
|January 10, 2013 06:39 PM EST||
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
What a difference a year makes. Organizations aren’t just talking about IoT possibilities, it is now baked into their core business strategy. With IoT, billions of devices generating data from different companies on different networks around the globe need to interact. From efficiency to better customer insights to completely new business models, IoT will turn traditional business models upside down. In the new customer-centric age, the key to success is delivering critical services and apps wit...
May. 23, 2016 06:15 PM EDT Reads: 337
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
May. 23, 2016 05:00 PM EDT Reads: 4,593
The essence of data analysis involves setting up data pipelines that consist of several operations that are chained together – starting from data collection, data quality checks, data integration, data analysis and data visualization (including the setting up of interaction paths in that visualization). In our opinion, the challenges stem from the technology diversity at each stage of the data pipeline as well as the lack of process around the analysis.
May. 23, 2016 04:30 PM EDT Reads: 735
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Containers, Microservices 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 business opportunity. Submit y...
May. 23, 2016 04:00 PM EDT Reads: 1,794
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 19th International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
May. 23, 2016 03:00 PM EDT Reads: 1,645
SYS-CON Events announced today that ContentMX, the marketing technology and services company with a singular mission to increase engagement and drive more conversations for enterprise, channel and SMB technology marketers, has been named “Sponsor & Exhibitor Lounge Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York City, New York. “CloudExpo is a great opportunity to start a conversation with new prospects, but what happens after the...
May. 23, 2016 03:00 PM EDT Reads: 566
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, will provide an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life ...
May. 23, 2016 02:30 PM EDT Reads: 1,676
There are several IoTs: the Industrial Internet, Consumer Wearables, Wearables and Healthcare, Supply Chains, and the movement toward Smart Grids, Cities, Regions, and Nations. There are competing communications standards every step of the way, a bewildering array of sensors and devices, and an entire world of competing data analytics platforms. To some this appears to be chaos. In this power panel at @ThingsExpo, moderated by Conference Chair Roger Strukhoff, panelists will discuss the vast to...
May. 23, 2016 02:00 PM EDT Reads: 2,320
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
May. 23, 2016 01:45 PM EDT Reads: 2,036
Customer experience has become a competitive differentiator for companies, and it’s imperative that brands seamlessly connect the customer journey across all platforms. With the continued explosion of IoT, join us for a look at how to build a winning digital foundation in the connected era – today and in the future. In his session at @ThingsExpo, Chris Nguyen, Group Product Marketing Manager at Adobe, will discuss how to successfully leverage mobile, rapidly deploy content, capture real-time d...
May. 23, 2016 12:45 PM EDT Reads: 1,307
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
May. 23, 2016 12:30 PM EDT Reads: 1,778
IoT generates lots of temporal data. But how do you unlock its value? How do you coordinate the diverse moving parts that must come together when developing your IoT product? What are the key challenges addressed by Data as a Service? How does cloud computing underlie and connect the notions of Digital and DevOps What is the impact of the API economy? What is the business imperative for Cognitive Computing? Get all these questions and hundreds more like them answered at the 18th Cloud Expo...
May. 23, 2016 12:30 PM EDT Reads: 2,018
SYS-CON Events announced today that 24Notion has been named “Bronze 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. 24Notion is full-service global creative digital marketing, technology and lifestyle agency that combines strategic ideas with customized tactical execution. With a broad understand of the art of traditional marketing, new media, communications and social influence, 24Notion uniquely understands how to con...
May. 23, 2016 09:15 AM EDT Reads: 1,644
Whether your IoT service is connecting cars, homes, appliances, wearable, cameras or other devices, one question hangs in the balance – how do you actually make money from this service? The ability to turn your IoT service into profit requires the ability to create a monetization strategy that is flexible, scalable and working for you in real-time. It must be a transparent, smoothly implemented strategy that all stakeholders – from customers to the board – will be able to understand and comprehe...
May. 23, 2016 08:15 AM EDT Reads: 2,369
The demand for organizations to expand their infrastructure to multiple IT environments like the cloud, on-premise, mobile, bring your own device (BYOD) and the Internet of Things (IoT) continues to grow. As this hybrid infrastructure increases, the challenge to monitor the security of these systems increases in volume and complexity. In his session at 18th Cloud Expo, Stephen Coty, Chief Security Evangelist at Alert Logic, will show how properly configured and managed security architecture can...
May. 23, 2016 08:00 AM EDT Reads: 1,912
When it comes to IoT in the enterprise, namely the commercial building and hospitality markets, a benefit not getting the attention it deserves is energy efficiency, and IoT's direct impact on a cleaner, greener environment when installed in smart buildings. Until now clean technology was offered piecemeal and led with point solutions that require significant systems integration to orchestrate and deploy. There didn't exist a 'top down' approach that can manage and monitor the way a Smart Buildi...
May. 23, 2016 07:30 AM EDT Reads: 2,009
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, will discuss the importance of WebRTC and how it enables companies to fo...
May. 23, 2016 04:15 AM EDT Reads: 2,338
Korean Broadcasting System (KBS) will feature the upcoming 18th Cloud Expo | @ThingsExpo in a New York news documentary about the "New IT for the Future." The documentary will cover how big companies are transmitting or adopting the new IT for the future and will be filmed on the expo floor between June 7-June 9, 2016, at the Javits Center in New York City, New York. KBS has long been a leader in the development of the broadcasting culture of Korea. As the key public service broadcaster of Korea...
May. 23, 2016 03:45 AM EDT Reads: 1,665
SYS-CON Events announced today TechTarget has been named “Media Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget is the Web’s leading destination for serious technology buyers researching and making enterprise technology decisions. Its extensive global networ...
May. 23, 2016 03:45 AM EDT Reads: 2,947
The idea of comparing data in motion (at the sensor level) to data at rest (in a Big Data server warehouse) with predictive analytics in the cloud is very appealing to the industrial IoT sector. The problem Big Data vendors have, however, is access to that data in motion at the sensor location. In his session at @ThingsExpo, Scott Allen, CMO of FreeWave, will discuss how as IoT is increasingly adopted by industrial markets, there is going to be an increased demand for sensor data from the outer...
May. 22, 2016 05:00 PM EDT Reads: 1,857