Vitran Corporation Inc. Obtains Interim Order for Plan of Arrangement
February 05 2014 - 6:00AM
Vitran Corporation Inc. ("Vitran" or the "Company") (Nasdaq:VTNC)
(TSX:VTN), a premier Canadian less-than-truckload transportation
firm, announced today that it has obtained an interim order of the
Ontario Superior Court of Justice providing for, among other
things, the holding of a special meeting of shareholders of Vitran
("
Shareholders") to approve the previously
announced plan of arrangement under the Business Corporations Act
(Ontario) (the "
Arrangement") involving TransForce
Inc. ("
TransForce").
The special meeting of Shareholders (the "Special
Meeting") is scheduled to be held at the offices of
McMillan LLP located at 181 Bay Street, Suite 4400, Toronto,
Ontario, on March 5, 2014 at 10:00 a.m. (Eastern Time). Vitran will
mail the meeting materials, including the notice of meeting, form
of proxy and the management information circular (the
"Information Circular") outlining details of the
Arrangement and the Special Meeting, to Shareholders of record as
of January 29, 2014. Copies of the Information Circular will be
available on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
Pursuant to the Arrangement, 2400520 Ontario Inc. (the
"Purchaser"), an indirect wholly-owned subsidiary
of TransForce, will acquire all of the issued and outstanding
common shares of the Company, other than common shares of the
Company held by the Purchaser and any affiliate of the Purchaser,
for consideration of USD$6.50 in cash for each common share of the
Company.
Completion of the Arrangement is subject to certain conditions,
including receipt of the requisite approval by Shareholders at the
Special Meeting, the final approval of the Ontario Superior Court
of Justice and approval under the Competition Act. If all necessary
approvals are obtained and the conditions to the completion of the
Arrangement are satisfied or waived, it is currently anticipated
that the Arrangement will be completed on or about March 7,
2014.
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 completion 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
Vitran's 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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