All amounts expressed in CAD$
MONTREAL AND WOODSTOCK, ON, Aug. 12, 2014 /CNW Telbec/ - TransForce Inc.
(TSX: TFI) (OTCQX: TFIFF), a North American leader in the
transportation and logistics industry, and Contrans Group Inc. (TSX:
CSS), a diverse provider of specialized transportation services, today
announced that TransForce, through its indirect, wholly-owned
subsidiary 2420785 Ontario Inc., has commenced its previously-announced
offer to acquire, for $14.60 in cash per share, all of the issued and
outstanding Class A subordinate voting shares and Class B multiple
voting shares of Contrans by way of a friendly, Board-approved
take-over bid (the "Offer") by mailing the Offer and TransForce's
take-over bid circular to Contrans shareholders. Contrans' directors'
circular recommending that Contrans shareholders accept the Offer was
As previously announced, the Support Agreement entered into by
TransForce and Contrans on July 24, 2014 provides that if all
conditions of the Offer have been satisfied or are waived by
TransForce, Contrans will declare a special dividend of $0.40 per share
in respect of the recent sale of its Waste Transportation segment. The
special dividend will be paid to Contrans shareholders of record
immediately prior to TransForce paying for tendered shares under the
Offer. As a result, if the special dividend is declared as
contemplated by the Support Agreement, Contrans shareholders, including
those shareholders who deposit their shares under the Offer, will
receive the special dividend of $0.40 per share. The $14.60 per share
Offer price, together with the special dividend, for a total amount of
$15.00 per share, represents a premium of approximately 16.7% to the
volume weighted average trading price of Contrans' Class A shares on
the Toronto Stock Exchange for the 52 weeks preceding the announcement
of the Offer on July 24, 2014.
TransForce's Offer is open for acceptance until 12:01 a.m. (Toronto
time) on September 17, 2014, unless extended, and is conditional upon,
among other things, there being validly deposited or tendered and not
withdrawn, a number of Contrans shares that represents at least 662/3% of the outstanding Class A shares and at least 662/3% of the outstanding Class B shares, and at least a majority of the
outstanding Class A shares, the votes of which would be included,
pursuant to applicable securities regulations, in any minority approval
by Contrans shareholders of a subsequent transaction involving the
acquisition by TransForce of Contrans shares not tendered pursuant to
the Offer, calculated in each case on a fully-diluted basis.
All of Contrans' directors and executive officers, holding in the
aggregate 100% of Contrans' Class B shares and approximately 14.1% of
its Class A shares, have entered into lock-up agreements with
TransForce, pursuant to which they have agreed to tender all of their
Contrans shares to the Offer.
The Board of Directors of Contrans, after consultation with its
financial and legal advisors, taking into account all circumstances,
including the special dividend, unanimously recommends that Contrans
shareholders tender their shares to the Offer. As described in more
detail in Contrans' directors' circular, the reasons for the Contrans
Board's unanimous recommendation include:
the Contrans Board considered a wide range of strategic alternatives
over the past few years to unlock value and engaged advisors to solicit
potential strategic and financial buyers. No expressions of interest
were received as a result of these solicitations. The Offer is the
most attractive alternative;
in the event that the conditions of the Offer are satisfied or waived by
TransForce, Contrans shareholders will receive the special dividend in
the amount of $0.40 for each share in addition to the consideration
under the Offer of $14.60 in cash for each share that they deposit
under the Offer. In the event that the Offer is not completed, the
funds allotted for the special dividend will be retained by Contrans to
carry out alternative strategic goals;
including the special dividend, the total value of $15.00 per share
represents a premium of approximately 16.7% to the volume weighted
average trading price of the Class A shares on the Toronto Stock
Exchange for the 52 weeks preceding the announcement of the Offer on
July 24, 2014;
the form of consideration under the Offer provides certainty and
the Offer provides liquidity to Contrans shareholders;
the Contrans Board considered recent comparative transactions in the
transportation and similar closely-aligned industries based on which it
finds the Offer to be attractive;
Contrans' financial advisor has provided a written opinion that, as of
the date of such opinion, and based upon and subject to the
assumptions, qualifications and limitations stated therein, the
payments (including the special dividend) offered to Contrans
shareholders pursuant to the Offer are fair, from a financial point of
view, to Contrans shareholders other than TransForce and its
the Offer is not subject to any financing condition;
the Contrans Board has preserved the ability to respond to unsolicited
"Superior Proposals", as defined in the Support Agreement;
the Offer contains a 66⅔% Class A share and 66⅔% Class B share "Minimum
Tender Condition" that cannot be lowered to less than 60% of the
outstanding Class A shares or 60% of the outstanding Class B shares
without Contrans' consent; and
all of the directors and executive officers of Contrans have agreed to
deposit their Contrans shares under the Offer.
The full details of the Offer are contained in TransForce's take-over
bid circular and related Offer materials. Copies of the take-over bid
circular and related Offer materials and the Contrans directors'
circular are available under Contrans' profile on SEDAR at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer.
Contrans shareholders can obtain copies of the take-over bid circular
and related Offer materials at no charge from the depositary, which can
be reached toll-free at 1-800-564-6253 or by email at firstname.lastname@example.org. The information agent for the Offer is CST Phoenix Advisors.
Inquiries concerning the Offer should be directed to the information
agent toll-free at 1-800-773-9143 or by email at email@example.com.
National Bank Financial Inc. is acting as financial advisor and Fasken
Martineau DuMoulin LLP is acting as legal counsel to TransForce in
connection with the Offer. Cormark Securities Inc. is acting as
financial advisor and Cassels Brock & Blackwell LLP is acting as legal
counsel to Contrans.
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;
Waste Management; and
Other segments, which includes logistics services and rig moving
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.
Contrans has been providing freight transportation services as a
publicly-listed company since 1985. With approximately 1,400 power
units and 2,600 trailers under management, Contrans is one of the
largest freight transportation companies in Canada.
Contrans is publicly traded on the Toronto Stock Exchange (TSX: CSS).
For more information, visit http://www.contrans.ca.
No stock exchange, securities commission or other regulatory authority
has approved or disapproved of the information contained herein.
This press release contains "forward-looking statements" within the
meaning of applicable securities laws that are intended to be covered
by the safe harbours created by those laws, including statements that
use forward-looking terminology such as "may", "will", "expect",
"anticipate", "believe", "continue", "potential", or the negative
thereof or other variations thereof or comparable terminology. Such
forward-looking statements may include, without limitation, statements
regarding the completion of the proposed transaction and other
statements that are not historical facts. While such forward-looking
statements are expressed by Contrans and TransForce in good faith and
believed by Contrans and TransForce to have a reasonable basis, they
are subject to important risks and uncertainties including, without
limitation, approval of applicable governmental authorities, the
satisfaction or waiver of certain other conditions contemplated by the
Support Agreement, and changes in applicable laws or regulations.
Forward-looking 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
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. The timing and completion of the proposed
acquisition of Contrans is subject to certain conditions, termination
rights and other risks and uncertainties. Accordingly, there can be no
assurance that the proposed acquisition of Contrans will occur, or that
it will occur on the timetable or on the terms and conditions
contemplated. Investors should not assume that any lack of update to a
previously issued forward-looking statement constitutes a reaffirmation
of that statement. Reliance on forward-looking statements is at
investors' own risk.
SOURCE: TransForce Inc.
For further information:
For further information - TransForce:
Chairman, President and CEO
For further information - Contrans:
Stan G. Dunford, Chairman and Chief Executive Officer, or
Greg W. Rumble, President and Chief Operating Officer
Phone: 519-421-4600 E-mail: firstname.lastname@example.org Web site: www.contrans.ca