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or Name
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TransForce Inc (2)
Symbol TFI
Shares Issued 99,505,788
Close 2014-10-30 C$ 27.39
Market Cap C$ 2,725,463,533
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TransForce extends offer for Contrans to Nov. 11

2014-10-30 22:48 ET - News Release

Also News Release (C-CSS) Contrans Group Inc

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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