Andlauer Management Group Inc. commences take-over bid for units of ATS Andlauer Income Fund



    TORONTO, Oct. 20 /CNW/ - 2186940 Ontario Inc. (the "Offeror"), a
wholly-owned subsidiary of Andlauer Management Group Inc. ("AMG"), has today
commenced its take-over bid (the "Offer") to acquire all of the units (the
"Units") of ATS Andlauer Income Fund ("ATS") (TSX: ATS.UN) not owned by the
Offeror and its affiliates at a price per Unit of $11.75 in cash, subject to
certain terms and conditions.
    The Offer, accompanying take-over bid circular and related documentation
(collectively, the "Offer Documentation") has been filed with the Canadian
securities regulatory authorities, will be available on SEDAR at
www.sedar.com, and is being provided to unitholders in accordance with
applicable Canadian securities law. The Offer Documentation contains full
details of the terms and conditions of the Offer. Unitholders are urged to
read the Offer Documentation.
    The Offer will be open for acceptance until 10:00 a.m. (Toronto time) on
Tuesday November 25, 2008, unless withdrawn or extended by the Offeror. The
Offer represents a premium of 24.3% over the closing price of the Units on the
TSX on August 11, 2008 (the date AMG made public, after close of markets, its
proposal to the Board of Trustees to acquire the Units not owned by it).
    Completion of the Offer will be conditional on, among other things: (i)
deposit to the Offer of Units that represent (a) together with Units (and
securities exchangeable for Units) held by the Offeror and its affiliates,
more than 66 2/3rds% of the outstanding Units and (b) at least a majority of
the Units, the votes attached to which would be included under applicable
Canadian securities laws for the purpose of determining minority approval of
certain transactions, in each case on a fully diluted basis; and (ii) the
unitholder rights plan (the "Rights Plan") put in place by the Board of
Trustees on August 12, 2008 being waived by the Board of Trustees in respect
of the Offer or otherwise rendered ineffective.
    As previously announced, the Offeror has entered into lock-up agreements
(the "Lock-up Agreements") whereby certain institutional investors, certain
members of senior management of ATS and other unitholders (the "Lock-up
Unitholders") have agreed to tender the Units held by them (or over which they
exercise control and direction) to the Offer, subject to certain conditions.
The Lock-up Unitholders who have agreed to tender Units to the Offer pursuant
to the Lock-up Agreements collectively hold (or exercise control or direction
over) Units representing approximately 30.7% of the outstanding Units (on a
fully diluted basis). AMG directly or indirectly holds Units which represent
approximately 25.3% of the outstanding Units (on a fully diluted basis).
Accordingly, the Units covered by the Lock-up Agreements and the Units or
securities convertible into Units held directly or indirectly by AMG represent
approximately 56.0% of the outstanding Units (on a fully diluted basis).
Copies of the Lock-up Agreements are available for review on SEDAR at
www.sedar.com.
    AMG does not intend to support any alternative transaction.
    In accordance with the requirements of applicable Canadian securities
laws, the Offer Documentation includes a copy of the formal valuation of the
Units prepared under the supervision of a special committee of the Board of
Trustees by a valuator selected by the special committee.

    AMG is a company controlled by Michael Andlauer, the President and Chief
Executive Officer of the General Partner of ATS Andlauer Transportation
Services Limited Partnership ("ATS Andlauer LP"). ATS is an open-ended trust
that holds, indirectly, securities of ATS Andlauer LP.
    Questions regarding the Offer, requests for copies of the Offer
Documentation, or requests for assistance in depositing units pursuant to the
Offer should be directed to Kingsdale Shareholder Services Inc., the
information agent and depositary for the Offer at The Exchange Tower, 130 King
Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, North
American Toll-Free Phone Number 1-877-749-9197 or at
contactus@kingsdaleshareholder.com.
    National Bank Financial is the financial adviser to AMG and the Offeror,
with credit facilities for the Offer being provided by the National Bank of
Canada. Ogilvy Renault LLP is legal counsel to AMG and the Offeror.

    This announcement is for informational purposes only and does not
constitute or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell, otherwise dispose of or issue, or any
solicitation of any offer to sell, otherwise dispose of, issue, purchase,
otherwise acquire or subscribe for, any security. The Offer (as the same may
be varied or extended in accordance with applicable law) is being made
exclusively by means of, and subject to the terms and conditions set out in,
the Offer Documentation. ATS unitholders should read these materials carefully
because they contain important information, including the terms and conditions
of the Offer.
    Certain statements contained in this press release concerning AMG's and
the Offeror's objectives, goals, strategies, intentions, plans, beliefs,
expectations and estimates, and the business, operations, financial
performance and condition of ATS are forward-looking statements. The words
"believe", "expect", "intend", "may", "anticipate", "will", "would" and
similar expressions and the negative of such expressions are intended to
identify forward-looking statements, although not all forward-looking
statements contain these identifying words.
    These forward-looking statements are not based on historical facts, but
rather on current expectations, assumptions and projections about future
events including interest rates, expected growth, market conditions, business
prospects and opportunities. While AMG and the Offeror consider these factors
and assumptions to be reasonable based on information currently available,
they may be proven to be incorrect.
    Known and unknown factors could cause actual results to differ materially
from those projected in the forward-looking statements. Such factors include,
but are not limited to, failure to satisfy the terms and conditions of the
Offer; risks related to the structure of ATS and tax related risks; general
economic conditions; the competitive environment; reliance on major customers
and contract renewals; dependence on personnel; labour relations; insurance
matters; reliance on information technology; reliance on third party
transportation providers; exposure to litigation; weather conditions; the
regulatory environment; environmental considerations; potential unknown
liabilities; capital expenditures; leverage and restrictive covenants;
availability of future financing; ability to sustain and manage growth;
dependence on external funding sources; and liability and other claims
asserted against ATS. A number of these risks, and additional risks, are
described in ATS's Annual Information Form dated March 28, 2008 for the
year-ended December 31, 2007, which is available for review at www.sedar.com.
Given these uncertainties, readers are cautioned not to place undue reliance
on such forward-looking statements.
    All of the forward-looking statements made in this press release are
qualified by these cautionary statements, and there can be no assurance that
the actual results or developments will be realized. Forward-looking
statements are given only as at the date hereof and AMG and the Offeror
disclaim any obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by applicable law.





For further information:

For further information: Carol Dixon, Director, Operations & Client
Management, Kingsdale Shareholder Services Inc., Telephone: (416) 867-2333,
Facsimile: (416) 867-2271, Email: cdixon@kingsdaleshareholder.com

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ANDLAUER MANAGEMENT GROUP INC.

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