EXPIRY OF TAKEOVER BID - Maxam has allowed its $1.45 offer to acquire C.A.
Bancorp to expire

Maxam's $1.48 "stalking horse" proposal rejected by C.A. Bancorp

VANCOUVER, Feb. 2 /CNW/ - Maxam Opportunities Fund Limited Partnership and Maxam Opportunities Fund (International) Limited Partnership (together, "Maxam") announce that it has allowed its offer to expire on February 2, 2010 and that its increased "stalking horse" proposal was rejected by C.A. Bancorp Inc. (TSX:BKP).

On January 30, 2010 C.A. Bancorp's financial advisor approached Maxam to consider amending its stalking horse proposal from $1.45 per share to $1.60 per share. Maxam indicated that it would not be possible for it to finance an offer at $1.60 per share.

On February 1, 2010 C.A. Bancorp's financial advisor again approached Maxam to consider increasing the price of its stalking horse proposal. After careful consideration, Maxam proposed an increased stalking horse proposal at $1.48 per share. On February 2, 2010, C.A. Bancorp's financial advisor indicated that the board rejected Maxam's increased stalking horse proposal. Thereafter, C.A. Bancorp's financial advisor asked that Maxam extend its bid.

Furthermore, C.A. Bancorp's February 1, 2010 press release states:

        "Most recently Maxam made a proposal on Friday, January 29, 2010 to
        extend its offer for a thirty-day period provided that the Company
        recommend the Maxam offer and provide a "break fee", payable by the
        Company to Maxam if a superior offer to the Maxam bid emerged and
        provided further that the Company's largest shareholder commit to
        tender to the Maxam bid. The Board, together with the Company's
        financial and legal advisors, considered the proposal carefully and
        determined that acceptance thereof would adversely affect the
        Company's strategic process and was not in the Company's best

    C.A. Bancorp's disclosure of our proposal fails to provide C.A. Bancorp
shareholders with two material facts:

    -   Amount of the break fee - $750,000 or less than 3 cents per share.
        The relatively small amount of the break fee is relevant as it
        provides information as to the cost of the downside protection (only
        payable in the event a superior proposal is realized).
    -   Maxam agreed to waive its right to match a superior offer allowing
        C.A. Bancorp to solicit superior proposals without the overhang of a
        right to match. Maxam's waiver of a right to match would have allowed
        C.A. Bancorp to effectively complete its strategic process.

We continue to strongly believe that it is in the best interests of C.A. Bancorp shareholders to have downside protection while allowing C.A. Bancorp's financial advisor another 30 days to solicit superior proposals.

C.A. Bancorp's share price closed at $1.41 on February 2, 2010, 4.7% below Maxam's increased stalking horse proposal.

We believe C.A. Bancorp's board and financial advisor are accepting an undue level of risk at the expense of C.A. Bancorp shareholders.

Maxam has instructed CIBC Mellon Trust Company, the depositary for the offer, to promptly return all shares tendered.

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.


For further information: For further information: Johnny Ciampi, Managing Partner, johnny@maxamcapitalcorp.com, Tel: (604) 685-0201 (Ext. 103); Sean Morrison, Managing Partner, sean@maxamcapitalcorp.com, Tel: (604) 685-0201 (Ext.102)

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