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or Name
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TransForce Inc (2)
Symbol TFI
Shares Issued 98,667,033
Close 2014-09-16 C$ 26.89
Market Cap C$ 2,653,156,517
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TransForce extends Contrans acquisition offer to Oct. 7

2014-09-16 21:41 ET - News Release

Also News Release (C-CSS) Contrans Group Inc

Mr. Alain Bedard of TransForce reports

TRANSFORCE EXTENDS ALL-CASH OFFER FOR CONTRANS GROUP INC.

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 Oct. 7, 2014. While approval under the Canada Transportation Act has been obtained, the expiry date is being extended for a further 20 days to obtain approval under the Competition Act and to allow Contrans shareholders who have not yet accepted the offer an opportunity to do so.

"We believe our fully financed offer provides a valuation which is full and fair for all Contrans shareholders and provides them with a sole and unique opportunity to unlock value. We are very pleased with the response from the shareholders to date and thank those numerous shareholders who have already accepted our offer," said Alain Bedard, chairman, president and chief executive officer of TransForce.

"The TransForce offer has been unanimously approved by the board of directors of Contrans, after consultation with its financial and legal advisers, and the board unanimously recommends that Contrans shareholders tender their shares," said Stan Dunford, chairman and chief executive officer of Contrans.

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.

TransForce's offer is the culmination of extensive efforts by Contrans over several years to find a buyer and provides a liquidity event for all shareholders. In particular, as described in Contrans's directors circular: The Contrans board considered a wide range of alternatives over the past few years to unlock value, and engaged advisers to solicit potential financial buyers. No expressions of interest were received as a result of these numerous solicitations, and TransForce's offer is the only alternative. No third party has demonstrated an interest in acquiring Contrans, in whole or in part, or has provided the board of Contrans with any alternative proposal to TransForce's offer.

The board of directors of Contrans, after consultation with its financial and legal advisers, unanimously recommends that Contrans shareholders tender their shares to the offer. All of the directors and executive officers of Contrans have tendered their shares to TransForce's offer.

The 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 and 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. If the minimum tender condition is not satisfied by the expiry date, 2420785 Ontario, TransForce's wholly owned subsidiary, will not acquire any Contrans shares.

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 at SEDAR.

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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