Vitran Corporation Inc. Enters Into an Agreement to be Acquired by Manitoulin Transport
December 09 2013 - 8:00PM
Vitran Corporation Inc. ("Vitran" or the "Company") (Nasdaq:VTNC)
(TSX:VTN), a premier Canadian less-than-truckload transportation
firm, announced today that it has entered into a definitive
arrangement agreement under which 2398946 Ontario Inc., an
affiliate of Manitoulin Transport Inc. ("Manitoulin Transport"),
will acquire all of the issued and outstanding shares of Vitran for
US$6.00 in cash per share. The total transaction, including the
assumption of Vitran's outstanding net debt of approximately US$29
million at October 31, 2013, is valued at approximately US$128
million. The US$6.00 share price represents a 10.3% premium to
Vitran's closing price on NASDAQ on December 9, 2013, and a 38.2%
premium to the closing price on NASDAQ on September 20, 2013, the
day before the announcement of the sale of Vitran's US LTL
business.
Vitran's Interim President and Chief Executive Officer, William
Deluce stated, "We are extremely excited to join with Manitoulin
Transport to leverage the operational strengths of both companies.
Together Vitran and Manitoulin Transport will become a formidable
and diversified supplier for customers requiring a full suite of
transportation and supply chain services in Canada and the United
States. We are extremely pleased that this transaction will provide
our shareholders significant and immediate value for their shares.
We thank each and every one of our Vitran employees for their
efforts and steadfast commitment to Vitran and wish them nothing
but the best in the future."
Approvals and Closing Conditions
The transaction is structured as a Plan of Arrangement under the
Business Corporations Act (Ontario) (the "Arrangement"). The
Arrangement has been unanimously approved by the board of directors
of Vitran and is subject to approval by the shareholders of Vitran
at a special meeting expected to be held in February 2014 (the
"Special Meeting") and subject to final approval of the Ontario
Superior Court of Justice following the Special Meeting. The
Arrangement is also subject to the receipt of applicable regulatory
approvals (including approval under the Competition Act) and to
satisfaction of other customary closing conditions. The Arrangement
is not conditional on Manitoulin Transport obtaining financing. The
Arrangement Agreement contains customary non-solicitation
provisions and provides that the board of directors of Vitran may,
under certain circumstances, terminate the Arrangement Agreement in
order to accept an unsolicited superior proposal, subject to a
matching right in favour of Manitoulin Transport. If the
Arrangement Agreement is terminated in certain circumstances,
including if Vitran accepts a superior proposal, Manitoulin
Transport is entitled to a termination payment of US$4.0 million.
The Arrangement is expected to close in late February or early
March 2014. An information circular (the "Information Circular")
outlining details of the Arrangement and Special Meeting is
expected to be mailed to shareholders in January 2014. Copies of
the Information Circular will be available on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
Stephens Inc. is acting as financial advisor to Vitran and has
provided an opinion to the board of directors of Vitran that the
consideration under the transaction is fair, from a financial point
of view. The full text of the written opinion of Stephens Inc.,
which sets forth the assumptions made, procedures followed, matters
considered and limitations on the review undertaken in connection
with such opinion will be set forth in the Information Circular to
be mailed to shareholders in connection with the Arrangement.
McMillan LLP is acting as legal counsel to Vitran in regard to the
Arrangement. Wildeboer Dellece LLP is acting as legal counsel and
KPMG Corporate Finance is acting as financial advisor to Manitoulin
Transport, in regard to the Arrangement.
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 "believe", "anticipate", "intend", "estimate", "expect",
"project", "may", "plans", "continue", "will", "focus", "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 anticipated
dates of the mailing of the Information Circular, Vitran's Special
Meeting and the closing of the Arrangement 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,
technological change, increases in fuel costs, regulatory changes,
the general health of the economy, seasonal fluctuations,
unanticipated changes in railroad capacities, exposure to credit
risks, changes in labour relations and competitive factors. 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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