Vitran Receives Non-Binding Acquisition Proposal From TransForce
September 26 2013 - 1:30PM
Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN)
("
Vitran") confirms that it has received an
unsolicited, non-binding proposal and letter of intent after the
close of business on September 25, 2013, from TransForce Inc.
(TSX:TFI) ("
TransForce"), pursuant to which
TransForce proposes to acquire all of the issued and outstanding
common shares of Vitran not already owned by TransForce at a price
of USD$4.50 per share in cash (the "
Proposal").
TransForce currently controls 9.51% of the outstanding common
shares of Vitran. The closing price of Vitran's common shares
as quoted on NASDAQ on September 25, 2013, was
US$4.72. Vitran's board of directors is currently considering
the Proposal, in accordance with the exercise of its fiduciary
duties, with the assistance of Stephens Inc., its financial
advisor, and McMillan LLP, its legal advisor, and intends to pursue
a course of action that the board of directors of Vitran believes
is in the best interest of Vitran and its stakeholders.
The Proposal provides that TransForce's willingness to proceed
with the potential acquisition is subject to, among other things,
confirmatory due diligence regarding the divestiture by Vitran of
its U.S. LTL business, as announced by Vitran on September 23,
2013, and negotiation of terms and conditions of a mutually
acceptable definitive agreement.
Vitran's management and board of directors are focused on
completing the sale of Vitran's U.S. LTL business on or before
October 7, 2013 and supporting Vitran's market leading Canadian LTL
operations and management team.
Shareholders are cautioned that Vitran has only received the
Proposal, which does not constitute a formal takeover bid, and no
decisions or recommendations have been made by the board of
directors of Vitran in response to the Proposal. In order for
a takeover bid to be valid, TransForce must comply with applicable
securities laws, which include, but are not limited to, the
preparation and delivery of a formal takeover bid
circular. The Proposal is non-binding, and there can be no
assurance that the transaction contemplated by the Proposal, or any
other transaction, will be undertaken or recommended by the board
of directors of Vitran or that a binding offer will be made to
shareholders of Vitran.
About Vitran Corporation Inc.
Vitran Corporation Inc. is a North American group of
transportation companies offering less-than-truckload services
throughout the United States and Canada. To find out more about
Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), visit the website
at www.vitran.com.
This press release contains forward-looking statements within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities laws.
Forward-looking statements may be generally identifiable by use of
the words "believe", "anticipate", "intend", "estimate", "expect",
"project", "may", "plans", "continue", "will", "focus", "should",
"endeavor" or the negative of these words or other variations on
these words or comparable terminology. These forward-looking
statements, which include statements regarding the completion of a
proposed transaction with TransForce and the sale of Vitran's U.S.
LTL business,are based on current expectations and are naturally
subject to uncertainty and changes in circumstances that may cause
actual results to differ materially from those expressed or implied
by such forward-looking statements.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause Vitran's actual
results, performance or achievements to differ materially from
those projected in the forward-looking statements. Factors that may
cause such differences include, but are not limited to, the
recommendation by Vitran's board of directors related to the
Proposal after consideration of its fiduciary duties in
consultation with Vitran's financial advisors and legal counsel;
timing of the closing of the sale of the U.S. LTL business;
potential offers from other purchasers; the market price of
Vitran's common shares; due diligence, if any, by TransForce or
other potential purchasers; and the negotiation of terms and
conditions satisfactory to Vitran and its shareholders. More
detailed information about these and other factors is included in
the annual MD&A on Form 10K under the heading "General Risks
and Uncertainties." Many of these factors are beyond the Company's
control; therefore, future events may vary substantially from what
the Company currently foresees. You should not place undue reliance
on such forward-looking statements. Vitran Corporation Inc. does
not assume the obligation to revise or update these forward-looking
statements after the date of this document or to revise them to
reflect the occurrence of future unanticipated events, except as
may be required under applicable securities laws.
CONTACT: William Deluce, Interim President/CEO
Fayaz Suleman, VP Finance/CFO
Vitran Corporation Inc.
416/596-7664
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