As at December 31, 2012, the Company had no debt and total accrued liquation costs of $0.3 million. The Company is required to make significant estimates and exercise judgment in determining accrued liquidation costs. The Company reviewed contractual commitments such as lease termination costs and professional fees to determine the estimated costs to be directly incurred through the Realization Strategy period. The Company has not accrued the ongoing operating costs that are anticipated to be incurred through the Realization Strategy period such as payroll and related expenses, general and administration costs and other corporate expenses.
Subsequent to Year-end
On January 10, 2013, the Company and CDJ Global Catalyst LLC ("CDJ") entered into a support agreement under which CDJ agreed, subject to customary conditions, to offer to acquire all of the issued and outstanding common shares of the Company for cash at a price of $3.20 per share (the "Offer"). The Offer commenced on January 25, 2013. The Offer was made by CDJ, on behalf of accounts in respect of which it exercises discretion and control, by way of a take-over bid circular. 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 common shares.
As part of the Offer, directors and officers who own common shares and other shareholders of the Company, representing approximately 29.37% of the issued and outstanding common shares entered into lock-up agreements to tender to the Offer.
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 common 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a fully-diluted basis and excluding those held or controlled by CDJ) being validly deposited under the Offer and not withdrawn.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. The Offer is expected to expire on or about March 4, 2013.
On March 1, 2013, the Company entered into an agreement to sell all of its interests in Blue Ant Media Inc. and Aventine Management Group Inc. to a third party for aggregate consideration of $1.9 million. The proposed transaction remains subject to certain conditions, including without limitation, receipt of consents and regulatory approvals and is expected to close within the next 30 days.
For a comprehensive review of the Company's results, shareholders are encouraged to read the Company's 2012 audited consolidated financial statements and accompanying Management's Discussion and Analysis, copies of which will be available on the Company's website at www.cabancorp.com and on SEDAR at www.sedar.com.
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.
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