C.A. Bancorp Inc. Provides Update to Liquidation and Wind-Up of Sentry Select Total Strategy Fund (TSX: TSF.UN)
2008年9月13日 - 12:25AM
Marketwired Canada
C.A. Bancorp Inc. (TSX:BKP) ("C.A. Bancorp") and Sentry Select Total Strategy
Fund (TSX:TSF.UN) (the "Fund") announced today an update on the liquidation and
wind-up of the Fund.
Sale of Total Strategy's Investment in AgriFinancial
On July 18, 2008, C.A. Bancorp announced that it had made an offer (the "Initial
Offer") to purchase all of the Fund's interests in its private company
investments. This Initial Offer was subsequently amended to exclude the Fund's
interests in AgriFinancial Canada Corp. ("AgriFinancial") (the "Amended Offer").
The Amended Offer was made as a result of subsequent developments in respect of
the sale of AgriFinancial to a third party.
In a separate press release issued on September 11, 2008, C.A. Bancorp announced
that, together with the Fund, it has entered into a share purchase agreement
with Western Financial Group Inc. ("WFG") pursuant to which WFG or an affiliate
will acquire AgriFinancial (the "AgriFinancial Sale"). The AgriFinancial Sale
remains subject to certain conditions, including, without limitation, receipt of
consents and regulatory approvals, discharge of AgriFinancial's existing credit
facilities, completion of certain transaction documents, review and satisfaction
with prior acquisition documents, and other customary closing conditions for a
transaction of this nature. It is expected that the AgriFinancial Sale will
close in the fourth quarter of 2008. The Fund's cost of its portion of the
investment in AgriFinancial was $1.0 million and its portion of the net
proceeds, should the AgriFinancial Sale close as expected, will be approximately
$2.0 million.
C.A. Bancorp Offer to Purchase Private Investments of Total Strategy
The Initial Offer, including AgriFinancial, was for $3.45 million, equating to
the carrying value of all private company investments at the time of the Initial
Offer plus any accrued and unpaid interest and dividends. As the AgriFinancial
investment is expected to be realized by way of the AgriFinancial Sale, C.A.
Bancorp made the Amended Offer to include only the remaining portfolio of
private company investments owned by the Fund comprised of:
1. High Fidelity HDTV Inc.;
2. Bermingham Foundation Solutions; and
3. Salbro Bottling Group;
(the "Private Company Investments").
The Amended Offer is for consideration equal to the cost of such investments
plus accrued and unpaid interest and dividends, being approximately $2.45
million (before calculating for accrued and unpaid interest and dividends).
Independent Valuator, Fairness Opinion and Independent Review Committee
As C.A. Bancorp is the Manager of the Fund, the Amended Offer is a non-arm's
length transaction. Consequently, Sentry Select Capital Corp. ("Sentry Select"),
the Investment Manager for the Fund, retained an independent valuator to prepare
and deliver a fairness opinion in respect of the Amended Offer. The independent
valuator was of the opinion, based on its scope of review and subject to certain
assumptions, restrictions, limitations and qualifications that the Amended Offer
was fair, from a financial point of view, to the unitholders of the Fund. The
Amended Offer was also presented to the Independent Review Committee ("IRC") of
the Fund for recommendation as it was determined to be a conflict of interest
matter pursuant to National Instrument 81-107 under applicable securities laws.
The IRC provided a positive recommendation in respect of the Amended Offer. In
addition, Sentry Select, in its capacity as Investment Manager, also deemed the
Amended Offer to be fair, from a financial point of view, to the unitholders of
the Fund.
The legal documentation to execute the sale of the Private Company Investments,
in accordance with the Adjusted Offer, is currently being negotiated with
closings expected to occur within the next 60 days. The AgriFinancial Sale is
expected to close during the 4th quarter of 2008. Consequently, C.A. Bancorp
currently expects that the Fund will complete its liquidation and termination
activities by the end of 2008.
Calculation of NAV
The net asset value ("NAV") of the Fund, as at the close of business on
September 11, 2008, was $5.925 million (or $3.70 per unit) comprised as
follows:
1. High Fidelity HDTV Inc. $1,250,000
2. AgriFinancial Canada Corp.(i) 1,800,000
3. Bermingham Foundation Solutions 800,000
4. Salbro Bottling Group 400,000
5. Other net assets (other assets net of liabilities)(ii) 1,675,000
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Total Estimated NAV $5,925,000
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Number of Units Outstanding 1,602,489
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Estimated NAV per Unit $ 3.70
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(i) The AgriFinancial Sale is expected to close during the 4th quarter of 2008.
To account for time value of money as well as to factor in "closing" or "deal
risk", the table above reflects $1.8 million as the fair value for AgriFinancial
(a 10% discount to the expected net proceeds upon the closing of the
AgriFinancial Sale). Note that for the purposes of calculating an estimate of
final distributable amounts per unit if and when the AgriFinancial Sale closes
as planned, unitholders of the Fund may wish to use $2.0 million as the
estimated cash to be received on closing which would result in an estimated
distributable cash amount on termination of $3.83.
(ii) Other net assets include cash and cash equivalents, accrued interest and
distributions on account of the Private Company Investments to be purchased by
C.A. Bancorp, as well as accruals for estimated expenses of winding-up the Fund
including any legal costs on account of disposing of the remaining investments.
Actual amounts may differ from estimates.
Trading information
The Fund's units trade on the Toronto Stock Exchange ("TSX") under the symbol:
TSF.UN. The Fund's units closed at a market price of $3.28 per unit on September
11, 2008, which represents an 11.4% discount to the most recently reported NAV
per unit as of September 11, 2008 of $3.70 and a 14.4% discount to the estimated
NAV on wind-up and termination of the Fund of $3.83.
Final Distribution and Wind-Up of the Fund
The Fund intends to issue a final distribution immediately prior to winding-up
the Fund in an amount equal to the remaining net assets of the Fund. The actual
amount and timing of this final distribution will depend upon the Fund's ability
to conclude the transactions described in this news release.
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 is focused
on investments in small- and middle-capitalization public and private companies,
with emphasis on the industrials, real estate, infrastructure and financial
services sectors.
Certain statements included in this news release constitute forward-looking
statements, including those identified by the expressions "expect", "believe",
"intend", "will" and similar expressions. The forward-looking statements are not
historical facts but reflect C.A. Bancorp and the Fund's current expectations
regarding future results or events. These forward looking statements are subject
to a number of risks and uncertainties that could cause actual results or events
to differ materially from current expectations including, but not limited to,
the Fund's ability to conclude the transactions described herein including
transaction documentation, timing of the liquidation of the Fund's assets and
the timing and amount of the payment of any distributions. Readers are cautioned
not to place undue reliance on forward-looking information. C.A. Bancorp and the
Fund undertake no obligation to update publicly or otherwise revise any
forward-looking statement or information whether as a result of new information,
future events or other such factors which affect this information, except as
required by law.
C.A. Bancorp Inc.
The Exchange Tower
130 King Street West
Suite 2810, P.O. Box 104
Toronto, Ontario M5X 1A4
Telephone: (416) 214-5985
Fax: (416) 861-8166
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