Vitran Corporation Inc. Receives Offer of US$6.50 Per Share From TransForce Inc.
December 20 2013 - 4:30PM
Vitran Corporation Inc. ("Vitran" or the "Company") (Nasdaq:VTNC)
(TSX:VTN), a premier Canadian less-than-truckload transportation
firm, announced today that it has received an unsolicited offer
from an affiliate of TransForce Inc.
("
TransForce") to acquire all of the outstanding
common shares of Vitran for US$6.50 in cash per share (the
"
TransForce Offer"). The Board of Directors of
Vitran (the "
Board") has determined, after
receiving the advice of its financial advisors and legal counsel,
that the TransForce Offer constitutes a "Superior Proposal" as
defined in the arrangement agreement among Vitran, 2398946 Ontario
Inc. and North Channel of Georgian Bay Holdings Ltd. (collectively,
"
Manitoulin Transport"), announced on December 9,
2013 (the "
Manitoulin Agreement"). In accordance
with the terms of the Manitoulin Agreement, Vitran has provided
notice of such determination to Manitoulin Transport.
At this time, the Board has not changed its recommendation with
respect to the pending transaction with Manitoulin Transport. Under
the terms of the Manitoulin Agreement, Manitoulin has a period of
five business days, expiring at 11:59 pm EST on December 31, 2013
(the "Response Period"), during which it can offer
to amend the terms of the Manitoulin Agreement. Manitoulin
Transport is under no obligation to make such an offer. If, within
the Response Period, Manitoulin offers to amend the Manitoulin
Agreement such that the Board determines that the TransForce Offer
would cease to be a Superior Proposal, Vitran will be required to
enter into an amendment to the Manitoulin Agreement and implement
the amended agreement. If, within the Response Period,
Manitoulin does not offer to amend the Manitoulin Agreement, or if
the proposed TransForce Offer continues to be a Superior Proposal
following a proposed amendment to the Manitoulin Agreement, Vitran
intends to accept the TransForce Offer, terminate the Manitoulin
Agreement and pay to Manitoulin Transport the agreed termination
fee of US$4 million, all in accordance with the terms of the
Manitoulin Agreement.
The Board cautions that there can be no assurance that the
TransForce Offer will lead to the termination of the Manitoulin
Agreement and the execution of an arrangement agreement with
TransForce, or that the transaction contemplated by the TransForce
Offer will be approved by shareholders or consummated.
Stephens Inc. is serving as financial advisor to Vitran in
connection with the transaction. McMillan LLP is Canadian legal
counsel to Vitran and Dorsey & Whitney LLP is United States
legal counsel to Vitran.
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 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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