TransForce Announces Amendment to Letter of Intent with Century II Holdings Inc.



    MONTREAL, Aug. 30 /CNW Telbec/ - TransForce Income Fund ("TransForce")
(TSX: TIF:UN), the leader in the Canadian transportation and logistics
industry, today announced that it and Century II Holdings Inc. have signed an
amendment to their previously-announced letter of intent in connection with
the acquisition by TransForce of all of the issued and outstanding shares of
Century II.
    The amendment to the letter of intent provides for a fixed purchase price
of $10.20 for each of the issued and outstanding shares of Century II Holdings
Inc. The letter of intent previously provided for a purchase price equal to
the aggregate of $8.00 plus the working capital of Century II as at the
closing date. TransForce and Century II have targeted completion of the
acquisition by October 31, 2007.
    Century II is a publicly-listed holding company (TSX: CH) whose
wholly-owned subsidiary, Information Communication Services (ICS) Inc. (ICS
Courier), operates a structured route courier business servicing in excess of
35,000 accounts in the insurance, optical, financial, travel, dental and legal
business sectors across Canada.
    The transaction is conditional upon satisfactory completion of formal
documentation (which will include the final structure of the transaction) and
of due diligence by TransForce, both of which are to completed by
September 14, 2007, regulatory approval, receipt by the Board of Directors of
Century II of a satisfactory opinion from an independent financial advisor as
to the fairness of the transaction to the shareholders of Century II, 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. TransForce has been advised that the Millard Group Inc. and its
principals, who collectively own 3,824,774 common shares, have confirmed to
Century II their continuing support of the transaction. A special meeting of
shareholders of Century II will be convened to consider the transaction with
TransForce.
    TransForce has also been advised that a Special Committee of independent
directors of Century II, which was established to lead negotiations with
TransForce, and the full Board of Directors of Century II, approved the
amendment to the letter of intent.

    Profile

    TransForce Income Fund (www.transforce.ca), is the leader in Canada's
transportation and logistics industry. Headquartered in Montreal, Quebec, the
Fund's objective is to create value for unitholders through managing and
investing in a growing network of independent operating subsidiaries.
TransForce provides a comprehensive and unique combination of capabilities,
resources and geographical coverage in both domestic and transborder markets.
Its companies operate in four well-defined business segments:

    
    - Less Than Truckload and Parcel Delivery;
    - Specialized Services, which includes its ancillary transportation
      services and fleet management & personnel services businesses;
    - Specialized Truckload; and
    - Truckload.
    

    TransForce's trust units are listed on the Toronto Stock Exchange
(TIF.UN) and are included in the S&P/TSX Composite Index.

    Forward-Looking Statements

    Except for historical information provided herein, this press release may
contain information and statements of a forward-looking nature concerning the
future performance of TransForce. These 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 TransForce's 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.
    %SEDAR: 00018303EF




For further information:

For further information: Investors: Alain Bédard, Chairman of the Board,
President and CEO, TransForce Income Fund, (514) 331-4200,
abedard@transforce.ca; Media: John Lute, Lute & Company, (416) 929-5883,
jlute@luteco.com

Organization Profile

TRANSFORCE INCOME FUND

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