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.