Century II Holdings Inc. - Amended Letter of Intent



    TSX Symbol: CH

    TORONTO, Aug. 29 /CNW/ - Century II Holdings Inc. ("Century") and
TransForce Income Fund ("TransForce") (TSX: TIF:UN) have signed an amendment
to their previously announced letter of intent (the "LOI") dated August 2,
2007, pursuant to which TransForce agreed to acquire all of the shares in the
capital of Century.
    The amendment to the LOI provides for a fixed purchase price of $10.20
for each of the issued and outstanding shares of Century. The LOI previously
provided for a purchase price equal to the aggregate of $8.00 plus working
capital of Century as at the closing date. Century and TransForce have
targeted completion of the transaction by October 31, 2007.
    The transaction is conditional upon satisfactory completion of formal
documentation (which will include the final structure of the transaction) and
completion of due diligence by TransForce, both of which are to completed by
September 14, 2007, 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 satisfactory support agreements to be entered
into between TransForce and the two major shareholders of Century, namely the
Millard Group Inc. and Jaguar Financial Inc. The Millard Group Inc., and its
principals, who collectively own 3,824,774 common shares, have confirmed their
continuing support of the transaction. A Special Meeting of Shareholders of
Century will be convened to consider the business combination. Shareholders
will be provided with full information and documentation related to the
transaction in due course.
    The Special Committee of independent directors of Century, which was
established to lead negotiations with TransForce, and the full Board of
Century approved the amendment to the LOI.
    This news release is for information purposes only and is not a
substitute for the formal documentation related to the transaction. Copies of
the transaction documents will be made available to shareholders in due
course.

    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, mjoneill@ics-canada.net

Organization Profile

CENTURY II HOLDINGS INC.

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