MONTREAL, Dec. 20, 2013 /CNW Telbec/ - TransForce Inc. (TSX: TFI)
(OTCQX: TFIFF), a North American leader in the transportation and
logistics industry, today announced that it has submitted an
Arrangement Agreement to the board of directors of Vitran Corporation
Inc. (Nasdaq: VTNC) (TSX: VTN) pursuant to which TransForce would
acquire all of the issued and outstanding shares of Vitran not already
owned by TransForce at a price of USD$6.50 per share in cash. The
board of directors of Vitran today confirmed that TransForce's offer at
USD$6.50 per share constitutes a "Superior Proposal" under the
Arrangement Agreement entered into by Vitran and an affiliate of
Manitoulin Transport Inc. on December 9, 2013, which contemplates the
sale of Vitran at a price of USD$6.00 per share.
TransForce understands that Vitran today sent a "Superior Proposal
Notice" regarding TransForce's offer to Manitoulin Transport, as
required under the Arrangement Agreement with Manitoulin Transport.
Under that agreement, Manitoulin Transport has the right, in effect, to
match TransForce's USD$6.50 offer during a period of five business
days. In the event that Manitoulin Transport does not match
TransForce's offer and Vitran terminates the Arrangement Agreement in
accordance with its terms, TransForce expects that it will enter into
its Arrangement Agreement with Vitran upon the expiry of the five
business-day period, which is December 31, 2013.
With the exception of the price per share, the terms and conditions of
TransForce's offer are virtually identical to those set out in the
Arrangement Agreement between Vitran and Manitoulin Transport.
TransForce currently owns 19.95% of Vitran's outstanding shares.
TransForce has retained National Bank Financial Markets as its financial
adviser and Heenan Blaikie LLP as legal adviser.
TransForce Inc. is a North American leader in the transportation and
logistics industry operating across Canada and the United States
through its subsidiaries. TransForce creates value for shareholders by
identifying strategic acquisitions and managing a growing network of
wholly-owned, operating subsidiaries. Under the TransForce umbrella,
companies benefit from corporate financial and operational resources to
build their businesses and increase their efficiency. TransForce
companies service the following segments:
Package and Courier;
Truckload, which includes specialized truckload and dedicated services;
Specialized Services, which includes services to the energy sector,
waste management, logistics and ancillary transportation services.
TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX:
TFI) and the OTCQX marketplace in the U.S. (OTCQX: TFIFF). For more
information, visit http://www.transforcecompany.com.
Except for historical information provided herein, this press release
may contain information and statements of a forward-looking nature
concerning the future performance of TransForce. These statements are
based on suppositions and uncertainties as well as on management's best
possible evaluation of future events. Such factors may include, without
excluding other considerations, fluctuations in quarterly results,
evolution in customer demand for TransForce's products and services,
the impact of price pressures exerted by competitors, and general
market trends or economic changes. As a result, readers are advised
that actual results may differ from expected results. No assurance can
be given that any events anticipated by the forward-looking information
or statements will transpire or occur, or if any of them do so, what
benefits that TransForce will derive therefrom. In particular, no
assurance can be given as to whether the proposed acquisition of Vitran
Corporation Inc. will be completed.
SOURCE: TransForce Inc.
For further information:
Alain Bédard Chairman, President and CEO