TSX Symbol: CH
TORONTO, Sept. 14 /CNW/ - Century II Holdings Inc. ("Century") announces
the signing of a definitive agreement with TransForce Income Fund
("TransForce") (TSX: TIF:UN) pursuant to which TransForce will acquire all of
the issued and outstanding shares in the capital of Century for a fixed price
of $10.20 per share.
Completion of the previously-announced transaction is subject to
customary conditions, including approval by a two-thirds vote of Century's
shareholders, regulatory approval, receipt of a satisfactory opinion from an
independent financial advisor as to the fairness of the transaction to the
shareholders of Century, and the entering into of satisfactory support
agreements between TransForce and the two major shareholders of Century,
namely The Millard Group Inc. and Jaguar Financial Inc., by September 19,
2007. A special meeting of shareholders of Century will be held on October 25,
2007, prior to which Century will mail a management information circular to
its shareholders containing information relative to the transaction.
The Special Committee of independent directors of Century, which was
established to lead negotiations with TransForce, and the Board of Directors
of Century, approved the definitive agreement with TransForce.
This news release is for information purposes only and is not a
substitute for the formal documentation related to the transaction.
This news release may contain statements which are deemed to be
"forward-looking statements". Readers are cautioned not to place undue
reliance on forward-looking statements. Actual results and developments may
differ materially from those contemplated by these statements depending on,
among other things, the risk that the TransForce Offer will be unsuccessful
for any reason. The forward-looking statements contained in this news release
are made as of the date of this news release and Century does not undertake
any obligation to update publicly or revise any of the forward looking
statements contained in this news release, whether it's a result of new
information, future events or otherwise, except as required by law. The
forward-looking statements contained in this news release are expressly
qualified with this cautionary note.
About Century II Holdings Inc. (TSX Symbol: CH)
Century II Holdings Inc. is a publicly listed holding company whose
wholly owned subsidiary, Information Communication Services (ICS) Inc.,
operates a structured route courier business servicing in excess of 35,000
accounts in the insurance, optical, financial, travel, dental and hearing
appliance business sectors across Canada.
For further information:
For further information: Michael J. O'Neill, Chief Financial Officer,
(416) 207-5307, firstname.lastname@example.org