The Board of Directors of C.A. Bancorp Inc. (TSX: BKP) recently urged its shareholders to reject the hostile take-over bid by Maxam Acquisition Corporation and not tender their shares to the Maxam offer that was announced on December 3, 2009. The Board's unanimous recommendation is contained in a Directors' Circular filed with the Canadian securities regulatory authorities and being mailed to shareholders. The Board deems the offer to be inadequate and urges shareholders not to tender
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In making its recommendation, the Board considered many factors, including the recommendation of its Special Committee, comprised of Mr. Timothy Unwin (Chairman), Mr. John F. Driscoll and Mr. Paul Haggis, and a written opinion from C.A. Bancorp's financial advisor, CIBC World Markets Inc. which states that, as of the date of such opinion, the consideration offered under Maxam's offer is inadequate, from a financial point of view, to the Company's shareholders. The full text of the CIBC opinion is included in the Directors' Circular, along with a detailed discussion of the Board's reasons for recommending that shareholders reject the Maxam offer. C.A. Bancorp shareholders are urged to read the Directors' Circular in its entirety. The circular is available at www.cabancorp.com and www.sedar.com. "Our Board believes that Maxam's offer is financially inadequate, opportunistic, and fails to recognize the full value of C.A. Bancorp's assets and future value-creation potential," said Mr. Unwin, Chairman of the Special Committee. "The Board fails to see how the Maxam offer serves the best interests of C.A. Bancorp shareholders and strongly urges its shareholders not to tender." "The Maxam offer is at a discount to current trading prices and represents a 49.9% discount to C.A. Bancorp's net asset value," continued Mr. Unwin. "In fact, Maxam has itself been buying C.A. Bancorp's shares at a price higher than its deficient offer".
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