Vitran Adopts Shareholder Rights Plan
November 04 2013 - 6:21PM
Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN), a premier Canadian
Less-than-Truckload transportation firm, announced today its Board
of Directors has approved the adoption of a shareholder rights plan
("
Rights Plan"). The Board of Directors adopted
the Rights Plan following evaluation and consultation with outside
financial and legal advisors. The purpose of the Rights Plan is to
provide the shareholders and directors of Vitran with adequate time
to consider and evaluate any unsolicited bid and to provide the
directors with adequate time to identify, develop and negotiate
value-enhancing alternatives, if considered appropriate, to any
such unsolicited bid.
As Mr. William Deluce, Vitran's Interim President and Chief
Executive Officer, stated in our November 1, 2013 press release,
"The Board of Directors' commitment to enhancing value for its
shareholders remains unwavering. With the divestiture of the U.S.
business, we are now in a better position to explore strategic
alternatives including evaluating any proposals made to purchase
Vitran and we continue to work with our financial advisor, Stephens
Inc. in this process."
Subject to the terms of the Rights Plan, the rights
("Rights") will become exercisable in the event
any person, together with any person related to it or acting
jointly with it, beneficially owns or announces its intention to
acquire or beneficially own 20 percent or more of Vitran's
outstanding common shares without complying with the "Permitted
Bid" provisions of the Rights Plan. Should a non-Permitted Bid be
launched, each Right would entitle each holder of Vitran common
shares (other than the acquiring person and persons related to it
or acting jointly with it) to purchase additional common shares of
Vitran at a 50% discount to the prevailing market price. Under the
Rights Plan, a bid that, among other things, is made to all
shareholders for all of their common shares on identical terms and
conditions and that is open for at least 90 days may constitute a
"Permitted Bid".
Based on its public disclosure, TransForce Inc. and its
affiliates are a "Grandfathered Person" under the Rights Plan for
purposes of the definition of "Acquiring Person", being a
Beneficial Owner (as defined in the Rights Plan) of 20 percent or
more of the outstanding common shares of Vitran, but will cease to
be a Grandfathered Person if it becomes the Beneficial Owner of
additional common shares constituting more than 0.25% of the number
of outstanding common shares of Vitran. As a result, TransForce's
current beneficial ownership of Vitran common shares will not
trigger the Rights Plan.
In order to implement the Rights Plan, Vitran's Board of
Directors has authorized the issuance of one Right per Vitran
common share outstanding to holders of Vitran's common shares
outstanding as of the record time, which is expected to be November
15, 2013.
Although effective as of today, the Rights Plan is subject to
TSX approval.
A copy of the Rights Plan will be made available on SEDAR at
www.sedar.com and EDGAR at www.sec.gov.
About Vitran Corporation Inc.
Vitran Corporation Inc., through its wholly-owned subsidiaries,
is a group of transportation companies offering national, regional,
expedited and transborder less-than-truckload services throughout
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 "anticipate", "intend", "expect", "project", "may",
"will", "should", "endeavour" or the negative of these words or
other variations on these words or comparable terminology. These
forward-looking statements, which include statements regarding the
effect of the Rights Plan 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 actual results, to
differ materially from those projected in the forward‐looking
statements. Factors that may cause such differences include, but
are not limited to, regulatory approval and shareholder approval of
the Rights Plan. 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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