Mr. Alain Bedard of TransForce reports
TRANSFORCE PROVIDES UPDATE ON COMPETITION BUREAU APPROVAL AND EXTENDS ALL-CASH OFFER FOR CONTRANS GROUP INC.
To finalize approval under the Competition Act, 2420785 Ontario
Inc., TransForce
Inc.'s indirect, wholly owned subsidiary, is extending the
expiry date of its all-cash offer for all of the Class A subordinate
voting shares and Class B multiple voting shares of Contrans Group Inc.
to 12:01 a.m. (Toronto time) on Nov. 11, 2014.
Since its previous update press release on Oct. 6, TransForce has
received substantial additional support from the holders of Contrans
shares. The holders of approximately 70 per cent of Contrans's outstanding
Class A subordinate voting shares and 100 per cent of Contrans's outstanding
Class B multiple voting shares have tendered their shares to the offer
or will do so under lock-up agreements with TransForce. The shares
tendered to date are in excess of the minimum condition requirement of
the offer of 66-2/3 per cent of the outstanding Class A shares and 66-2/3 per cent of the
outstanding Class B shares, calculated on a fully diluted basis.
In addition, the holders of more than 50 per cent of the outstanding Class A
shares, the votes of which would be included, pursuant to applicable
securities regulations, in any minority approval by Contrans
shareholders of a subsequent transaction involving the acquisition by
TransForce of Contrans shares not tendered pursuant to the offer, have
tendered their shares to the offer.
"We are very pleased with the progress we have made toward finalizing
our discussions with the Competition Bureau to enable us to close this
transaction," noted TransForce chairman, president and chief executive officer Alain
Bedard. "We believe the 30-day waiting period will now expire on
Nov. 5, 2014, and we very much appreciate the patience and the
support of the Contrans shareholders while we complete this important
aspect of the deal. The shares tendered to our offer have continued to
increase, and, with our minimum tender condition now being met, we look
forward to completing the deal on the terms set out in the circular."
All other terms of TransForce's offer dated Aug. 12, 2014, remain the
same. In particular, TransForce confirms that the all-cash offer price
of $14.60 per share, plus the related special dividend of 40 cents per
share to be declared by Contrans in respect of the sale of its waste
transportation segment, will not be changed.
To obtain approval for the transaction under the Competition
Act, TransForce and Contrans filed their respective certified
premerger notifications pursuant to the Competition Act on Aug. 13,
2014, which commenced an initial 30-day waiting period under the act.
On Sept. 12, 2014, the Commissioner of Competition issued a
supplementary information request to each of TransForce and
Contrans with respect to a very minor portion of their respective
businesses. Under the Competition Act, TransForce cannot complete its
offer for Contrans until 30 days after both TransForce and Contrans
comply with their respective SIRs, unless the Commissioner of
Competition waives or terminates the waiting period prior to the expiry
of the 30 days. TransForce and Contrans filed their responses to their
respective SIRs on Oct. 6, 2014. TransForce therefore believes that
the 30-day waiting period will expire on Nov. 5, 2014. The review
by the Commissioner of Competition is continuing.
TransForce's offer is conditional upon there being validly deposited or
tendered and not withdrawn a number of Contrans shares that represents
at least 66-2/3 per cent of the outstanding Class A shares, at least 66-2/3 per cent of
the outstanding Class B shares and at least a majority of the
outstanding Class A shares, the votes of which would be included,
pursuant to applicable securities regulations, in any minority approval
by Contrans shareholders of a subsequent transaction involving the
acquisition by TransForce of Contrans shares not tendered pursuant to
the offer, calculated in each case on a fully diluted basis.
Under the support agreement between TransForce and Contrans, TransForce
may waive these minimum tender conditions without the prior written
consent of Contrans if there have been validly deposited pursuant to
the offer and not withdrawn a number of Contrans shares which
represents at least 60 per cent of the outstanding Class A shares and at least
45 per cent of the outstanding Class A shares, the votes of which would be
included, pursuant to applicable securities regulations, in any
minority approval by Contrans shareholders of a subsequent acquisition
transaction, calculated in each case on a fully diluted basis.
A formal notice of extension will be mailed to all Contrans shareholders
shortly, and the notice of extension will be filed on SEDAR under
Contrans's profile.
If Contrans shareholders have questions concerning the offer, please
contact CST Phoenix Advisors, TransForce's information agent, by
telephone at 1-800-773-9143 (toll-free in North America) or
1-201-806-7301 (collect outside North America) or by e-mail at inquiries@phoenixadvisorscst.com.
We seek Safe Harbor.
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