MONTREAL, QC and WOODSTOCK, ON, Oct. 30, 2014 /CNW Telbec/ - TransForce
Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) announce that, in
order to finalize approval under the Competition Act, 2420785 Ontario
Inc., TransForce'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 November 11, 2014.
Since its previous update press release on October 6, TransForce has
received substantial additional support from the holders of Contrans
shares. The holders of approximately 70% of Contrans' outstanding
Class A Subordinate Voting Shares and 100% of Contrans' 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 66⅔% of the outstanding Class A shares and 66⅔% of the
outstanding Class B shares, calculated on a fully-diluted basis.
In addition, the holders of more than 50% 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 finalising
our discussions with the Competition Bureau to enable us to close this
transaction" noted TransForce Chairman, President and CEO Alain
Bédard. "We believe the 30-day waiting period will now expire on
November 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 August 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 $0.40 per
share to be declared by Contrans in respect of the sale of its Waste
Transportation segment, will not be changed.
In order to obtain approval for the transaction under the Competition
Act, TransForce and Contrans filed their respective certified
pre-merger notifications pursuant to the Competition Act on August 13,
2014, which commenced an initial 30-day waiting period under the Act.
On September 12, 2014, the Commissioner of Competition issued a
supplementary information request ("SIR") 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 October 6, 2014. TransForce therefore believes that
the 30-day waiting period will expire on November 5, 2014. The review
by the Commissioner of Competition is on-going.
TransForce's offer is conditional upon there being validly deposited or
tendered and not withdrawn, a number of Contrans shares that represents
at least 66⅔% of the outstanding Class A shares and at least 66⅔% 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% of the outstanding Class A shares and at least
45% 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' profile at www.sedar.com.
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 email at inquiries@phoenixadvisorscst.com.
ABOUT TRANSFORCE
TransForce Inc. is a North American leader in the transportation and
logistics industry operating across Canada and the United States
through its subsidiaries. TransForce creates value for shareholders by
identifying strategic acquisitions and managing a growing network of
wholly-owned operating subsidiaries. Under the TransForce umbrella,
companies benefit from financial and operational resources to build
their businesses and increase their efficiency. TransForce companies
service the following segments:
-
Package and Courier;
-
Less-Than-Truckload;
-
Truckload;
-
Waste Management;
-
Logistics and Other Services.
TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX:
TFI). For more information, visit http://www.transforcecompany.com.
ABOUT CONTRANS
Contrans has been providing freight transportation services as a
publicly-listed company since 1985. With approximately 1,400 power
units and 2,600 trailers under management, Contrans is one of the
largest freight transportation companies in Canada.
Contrans is publicly traded on the Toronto Stock Exchange (TSX: CSS).
For more information, visit http://www.contrans.ca.
CAUTIONARY STATEMENT
No stock exchange, securities commission or other regulatory authority
has approved or disapproved of the information contained herein.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the
meaning of applicable securities laws that are intended to be covered
by the safe harbours created by those laws, including statements that
use forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential", or the negative
thereof or other variations thereof or comparable terminology. Such
forward-looking statements may include, without limitation, statements
regarding the completion of the proposed acquisition of Contrans and
other statements that are not historical facts. While such
forward-looking statements are expressed by TransForce and Contrans in
good faith and believed by them to have a reasonable basis, they are
subject to important risks and uncertainties including, without
limitation, approval of applicable governmental authorities, the
satisfaction or waiver of certain other conditions contemplated by the
Support Agreement entered into by TransForce and Contrans, and changes
in applicable laws or regulations.
Forward-looking statements are based on suppositions and uncertainties
as well as on management's best possible evaluation of future events.
Such factors may include, without excluding other considerations,
fluctuations in quarterly results, evolution in customer demand for
products and services, the impact of price pressures exerted by
competitors, and general market trends or economic changes. As a
result, readers are advised that actual results may differ from
expected results. The timing and completion of the proposed
acquisition of Contrans is subject to certain conditions, termination
rights and other risks and uncertainties. Accordingly, there can be no
assurance that the proposed acquisition of Contrans will occur, or that
it will occur on the timetable or on the terms and conditions
contemplated. Investors should not assume that any lack of update to a
previously issued forward-looking statement constitutes a reaffirmation
of that statement. Reliance on forward-looking statements is at
investors' own risk.
SOURCE TransForce Inc.
<p> </p> <p> TransForce: </p> <p> <b>Investors:</b><br/> Alain Bédard <br/> Chairman, President and CEO <br/> TransForce Inc. <br/> (647) 729-4079 <br/> <a href="mailto:abedard@transforcecompany.com">abedard@transforcecompany.com</a> </p> <p> <b>Media:</b><br/> Rick Leckner<br/> MaisonBrison Communications<br/> (514) 731-0000<br/> <a href="mailto:rickl@maisonbrison.com">rickl@maisonbrison.com</a><br/> </p> <p> Contrans: </p> <p> Stan G. Dunford, Chairman and Chief Executive Officer, or<br/> Greg W. Rumble, President and Chief Operating Officer<br/> Phone: (519) 421-4600 E-mail: <a href="mailto:info@contrans.ca">info@contrans.ca</a> Web site: <a href="http://www.contrans.ca">www.contrans.ca</a> </p>