MONTREAL, Dec. 20, 2013 /CNW Telbec/ - TransForce Inc. (TSX: TFI) (OTCQX: TFIFF), a North American leader in the transportation and logistics industry, today announced that it has submitted an Arrangement Agreement to the board of directors of Vitran Corporation Inc. (Nasdaq: VTNC) (TSX: VTN) pursuant to which TransForce would acquire all of the issued and outstanding shares of Vitran not already owned by TransForce at a price of USD$6.50 per share in cash. The board of directors of Vitran today confirmed that TransForce's offer at USD$6.50 per share constitutes a "Superior Proposal" under the Arrangement Agreement entered into by Vitran and an affiliate of Manitoulin Transport Inc. on December 9, 2013, which contemplates the sale of Vitran at a price of USD$6.00 per share.
TransForce understands that Vitran today sent a "Superior Proposal Notice" regarding TransForce's offer to Manitoulin Transport, as required under the Arrangement Agreement with Manitoulin Transport. Under that agreement, Manitoulin Transport has the right, in effect, to match TransForce's USD$6.50 offer during a period of five business days. In the event that Manitoulin Transport does not match TransForce's offer and Vitran terminates the Arrangement Agreement in accordance with its terms, TransForce expects that it will enter into its Arrangement Agreement with Vitran upon the expiry of the five business-day period, which is December 31, 2013.
With the exception of the price per share, the terms and conditions of TransForce's offer are virtually identical to those set out in the Arrangement Agreement between Vitran and Manitoulin Transport. TransForce currently owns 19.95% of Vitran's outstanding shares.
TransForce has retained National Bank Financial Markets as its financial adviser and Heenan Blaikie LLP as legal adviser.
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;
- Specialized Services, which includes services to the energy sector, waste management, logistics and ancillary transportation services.
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. No assurance can be given that any events anticipated by the forward-looking information or statements will transpire or occur, or if any of them do so, what benefits that TransForce will derive therefrom. In particular, no assurance can be given as to whether the proposed acquisition of Vitran Corporation Inc. will be completed.
SOURCE: TransForce Inc.
For further information:
Alain Bédard Chairman, President and CEO