Century II Holdings Inc. Announces Proposed Acquisition by Transforce Income Fund

    TSX Symbol: CH

    TORONTO, Aug. 2 /CNW/ - Century II Holdings Inc. (the "Company")
announced that the Company and Transforce Income Fund ("Transforce") (TSX:
TIF:UN) executed a letter of intent (the "LOI") on August 2, 2007, pursuant to
which Transforce agreed to acquire all of the issued and outstanding shares in
the capital of the Company. The LOI was approved by the Board of Trustees of
Transforce and the Board of Directors of the Company.
    The LOI contemplates the acquisition by Transforce, by way of business
combination, of all of the issued and outstanding shares of the Company,
including 967,000 shares reserved for issuance pursuant to options held by
employees, at a price equal to the aggregate of $8.00 plus working capital of
the Company as at the closing date. Based on the working capital of the
Company as at March 31, 2007, the total consideration would be $9.75 per
share. Incremental increases in working capital from March 31, 2007 to the
closing date will result in an increase of the value of the transaction to
shareholders. The Company and Transforce anticipate completion of the
transaction on October 31, 2007.
    The transaction is conditional upon satisfactory completion of formal
documentation (which will include the final structure of the transaction),
regulatory approval, completion of due diligence by Transforce, if determined
necessary by the Company receipt of a satisfactory opinion from an independent
financial advisor as to the fairness of the transaction and satisfactory
support agreements to be entered into by the two major shareholders of the
Company, namely the Millard Group and Jaguar Financial. The parties anticipate
completion of formal documentation by August 31, 2007. The Millard Group, and
its principals, who collectively own 3,824,774 common shares, have indicated
their support of the transaction. A Special Meeting of Shareholders will be
convened to consider the business combination. Shareholders will be provided
with full information and documentation related to the transaction in due
    A Special Committee of independent directors was established to lead
negotiations with Transforce with respect to the development of the LOI and
for the purposes of finalizing formal agreements.
    Commenting on the transaction, Mr Geoff Davies, CEO of the Company, said
"Given the nature of the Transforce holdings and ICS' strategic fit with its
operating group this transaction provides for excellent value for the Century
II shareholders and an exciting future for ICS and its employees".
    The Company will, on or before August 14, 2007, issue its Directors'
Circular in response to the unsolicited take-over bid made by Jaguar Financial
for all of the shares of the Company on July 31, 2007 at a purchase price of
    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

    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 the Company 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.

    The Toronto Stock Exchange does not accept responsibility for the
    adequacy or accuracy of this news release.

    About Century II Holdings Inc. (TSX Symbol: CH)

    Century II Holdings Inc. is a publicly listed holding company whose
wholly owned subsidiary, ICS Courier, operates a fixed 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

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