Vitran Corporation Inc. Announces Shareholder Approval of Plan of Arrangement
March 05 2014 - 5:39PM
Vitran Corporation Inc. ("
Vitran" or the
"
Company") (Nasdaq:VTNC) (TSX:VTN), a premier
Canadian less-than-truckload transportation firm, is pleased to
announce that its shareholders have approved the previously
announced plan of arrangement (the "
Arrangement")
under the Business Corporations Act (Ontario) involving the
proposed acquisition by 2400520 Ontario Inc. (the
"
Purchaser"), an indirect wholly-owned subsidiary
of TransForce Inc. ("
TransForce"), pursuant to
which the Purchaser agreed to 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 US$6.50 in cash per share.
The Arrangement was approved at the special meeting (the
"Special Meeting") of Vitran shareholders held
earlier today with approximately 94.9% of the votes cast at the
meeting voting in favour of the Arrangement. In addition,
approximately 93.1% of the votes cast by disinterested
shareholders, being shareholders other than TransForce and its
affiliates, were voted in favour of the Arrangement.
Completion of the Arrangement is subject to a number of
conditions, including receipt of the final approval of the Ontario
Superior Court of Justice and approval under the Competition
Act. The review of the Arrangement by the Competition Bureau
is in process and both Vitran and TransForce are working diligently
to obtain the required approval under the Competition
Act.
Further information about the Arrangement is set out in Vitran's
management information circular dated February 3, 2014 (the
"Circular") which is available on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov. It is not
anticipated that the Arrangement will be completed on or about
March 7, 2014 as stated in the Circular. Vitran intends to
complete the Arrangement as soon as possible after all conditions
have been met or waived. There is no certainty, nor can Vitran
provide any assurance, that the conditions to the completion of the
Arrangement will be satisfied or if satisfied, when they will be
satisfied. The arrangement agreement dated December 30, 2013
among Vitran, the Purchaser and TransForce ("Arrangement
Agreement") provides that the Arrangement will not be
completed after April 30, 2014 without the mutual agreement of the
parties to the Arrangement Agreement.
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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