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Enter Symbol
or Name
USA
CA



TransForce Inc (2)
Symbol TFI
Shares Issued 102,786,567
Close 2014-11-20 C$ 28.64
Market Cap C$ 2,943,807,279
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TransForce acquires more Contrans shares, extends offer

2014-11-21 10:33 ET - News Release

Also News Release (C-CSS) Contrans Group Inc

Mr. Alain Bedard of TransForce reports

TRANSFORCE ACQUIRES ADDITIONAL SHARES OF CONTRANS AND EXTENDS OFFER

An additional 2,146,407 Class A subordinate voting shares of Contrans Group Inc. have been validly deposited under the TransForce Inc. offer as of the expiry time of 12:01 a.m. (Toronto time) today, which, when added to the 28,114,782 subordinate voting shares taken up on Nov. 11, 2014, represent approximately 89.31 per cent of the issued and outstanding subordinate voting shares on a fully diluted basis. 2420785 Ontario Inc. will pay the offer price of $14.60 for each of the deposited shares and acquire the shares on Wednesday, Nov. 26, 2014, in accordance with applicable securities regulations.

TransForce also announces that 2420785 Ontario, TransForce's indirect, wholly owned subsidiary, is extending the expiry date of the offer to 12:01 a.m. (Toronto time) on Dec. 2, 2014, in order to allow Contrans shareholders who have not yet accepted the offer an opportunity to do so. 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. Following the extension of the offer, 2420785 Ontario will take up and pay for any Contrans shares validly tendered within three business days of any such tender.

"We are pleased with the continued support Contrans's shareholders have demonstrated towards our offer," said TransForce chairman, president and chief executive officer Alain Bedard. "We intend to take necessary steps to acquire 100 per cent of Contrans's shares, and we encourage shareholders who have not yet deposited their shares to do so now in order to expedite their receipt of $14.60 per share."

As set out in TransForce's circular dated Aug. 12, 2014, if within 120 days after that date, the offer has been accepted by Contrans shareholders holding not less than 90 per cent of the outstanding Class A shares, TransForce will, to the extent possible, acquire the Class A shares not deposited under the offer pursuant to the compulsory acquisition provisions of Section 188 of the Business Corporations Act (Ontario). If a compulsory acquisition is not available, TransForce will pursue other lawful means of acquiring the remaining Class A shares not tendered to the offer as soon as possible, whether by amalgamation, statutory arrangement or other similar transaction.

If the 90-per-cent threshold is not reached or the compulsory acquisition is not available for any other reason, the offeror intends to proceed with a subsequent acquisition transaction to acquire the remaining subordinate voting shares not already tendered pursuant to the offer at a price of $14.60, as further described in Section 15 of the circular, "Acquisition of Shares Not Deposited Under the Offer."

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).

We seek Safe Harbor.

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