MONTREAL, July 27, 2012 /CNW Telbec/ - TransForce Inc. ("TransForce" or
"the Company") (TSX: TFI), a North American leader in the
transportation and logistics industry, today announced its intention to
repurchase certain of its issued and outstanding common shares (the
"Shares") pursuant to a normal course issuer bid (the "Bid"). The Bid
is subject to the approval of the Toronto Stock Exchange ("TSX") and
TransForce will file shortly with the TSX a notice to commence the Bid
on or about August 2, 2012 until August 1, 2013. TransForce's intention
is to purchase for cancellation up to a maximum of 7,000,000 Shares,
representing 9.3% of the 74,885,958 Shares forming the unrestricted
public-float of the Company, over a twelve-month period at the
prevailing market price of the Shares at the time of such purchases.
As of July 26, 2012, there were a total of 95,667,014 Shares issued and
outstanding. The actual number of Shares that may be purchased and the
timing of any such purchases will be determined by TransForce. Any
purchases made pursuant to the Bid will be made through the facilities
of the TSX in accordance with the rules and policies of the TSX.
During the most recently completed six months, the average daily trading
volume for the Shares of TransForce on the TSX was 190,652.
Consequently, under the policies of the TSX, TransForce will have the
right to repurchase during any one trading day a maximum of 47,663
Shares, representing 25% of the average daily trading volume. In
addition, TransForce may make, once per calendar week, a block purchase
(as such term is defined in the TSX Company Manual) of Shares not
directly or indirectly owned by insiders of TransForce, in accordance
with the policies of the TSX.
In the opinion of the board of directors of the Company, the Shares have
been trading in a price range which does not adequately reflect the
value of the Shares based on TransForce's business and strong financial
position and are driving an unusually high yield. As a result,
TransForce believes that, at appropriate times, repurchases through the
Bid can enhance shareholder value and represents an attractive
investment and an appropriate use of TransForce's financial resources.
In addition, TransForce has entered into an automatic share purchase
agreement with National Bank Financial Inc. in connection with the
Bid. Under the agreement, National Bank Financial Inc. may acquire, at
its discretion, Shares at any time on TransForce's behalf, subject to
certain parameters as to price and number of Shares.
TransForce has not purchased any Shares pursuant to a normal course
issuer bid during the preceding 12 months.
Amendment to Normal Course Issuer Bid With Respect to its Convertible
The Company announced today that it has entered into an automatic
purchase plan ("Plan") with National Bank Financial Inc. in order to facilitate the repurchase of its 6% Convertible Debentures
and 5.65% Convertible Debentures under its previously-announced normal
course issuer bid which began on May 31, 2012. Under the Plan, National
Bank Financial Inc. may repurchase, at its discretion, Convertible
Debentures on TransForce's behalf under the normal course issuer bid
during the Company's self-imposed blackout periods.
The Plan will be implemented as of August 2, 2012. Purchases will be
made by National Bank Financial Inc. based upon the parameters
prescribed by the TSX, applicable laws and the terms and conditions of
the Plan until such time as the normal course issuer bid in respect of
the Convertible Debentures is in effect or the Plan is otherwise
terminated at the option of Company.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of the securities in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful.
TransForce Inc. is a North American leader in the transportation and
logistics industry. Operating across Canada and the United States,
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
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. (TFI) is publicly traded on the Toronto Stock Exchange
(TSX). 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.
SOURCE: TRANSFORCE INC.
For further information:
Chairman, President and CEO