MONTREAL and WOODSTOCK, ON, Oct. 6, 2014 /CNW Telbec/ - TransForce Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) announce that 2420785 Ontario Inc., TransForce's indirect, wholly-owned subsidiary, is extending the expiry date of its all-cash offer for all of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares of Contrans Group Inc. to 12:01 a.m. (Toronto time) on October 31, 2014. The expiry date is being extended again in order to finalize approval under the Competition Act.
Subsequent to its press release of September 16, TransForce has continued to receive support from the holders of a majority of Contrans' shares. The holders of approximately 60% of Contrans' outstanding shares have tendered their shares to the offer or will do so under lock-up agreements with TransForce. The expiry date extension will allow the minority of Contrans shareholders who have not yet accepted the offer an opportunity to do so.
All other terms of TransForce's offer dated August 12, 2014 remain the same. In particular, TransForce confirms that the all-cash offer price of $14.60 per share, plus the related special dividend of $0.40 per share to be declared by Contrans in respect of the sale of its Waste Transportation segment, will not be changed.
In order to obtain approval for the transaction under the Competition Act, TransForce and Contrans filed their respective certified pre-merger notifications pursuant to the Competition Act on August 13, 2014, which commenced an initial 30-day waiting period under the Act.
On September 12, 2014, the Commissioner of Competition issued a supplementary information request ("SIR") to each of TransForce and Contrans with respect to a very minor portion of their respective businesses, accounting for approximately 2.5% of their combined revenues. Under the Competition Act, TransForce cannot complete its offer for Contrans until 30 days after both TransForce and Contrans comply with their respective SIRs, unless the Commissioner of Competition waives or terminates the waiting period prior to the expiry of the 30 days. TransForce and Contrans filed their responses to their respective SIRs today. The review by the Commissioner of Competition is on-going.
TransForce's offer is conditional upon there being validly deposited or tendered and not withdrawn, a number of Contrans shares that represents at least 66⅔% of the outstanding Class A shares and at least 66⅔% of the outstanding Class B shares, and at least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.
Under the Support Agreement between TransForce and Contrans, TransForce may waive these minimum tender conditions without the prior written consent of Contrans if there have been validly deposited pursuant to the offer and not withdrawn, a number of Contrans shares which represents at least 60% of the outstanding Class A shares and at least 45% 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 acquisition transaction, calculated in each case on a fully-diluted basis.
If the minimum tender condition is not satisfied by the expiry date, as it may be extended, or waived by TransForce, 2420785 Ontario Inc., TransForce's wholly-owned subsidiary, will not acquire any Contrans shares.
A formal notice of extension will be mailed to all Contrans shareholders shortly and the notice of extension will be filed on SEDAR under Contrans' profile at www.sedar.com.
If Contrans shareholders have questions concerning the offer, please contact CST Phoenix Advisors, TransForce's information agent, by telephone at 1-800-773-9143 (toll-free in North America) or 1-201-806-7301 (collect outside North America) or by email at [email protected].
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 financial and operational resources to build their businesses and increase their efficiency. TransForce companies service the following segments:
- Package and Courier;
- Waste Management;
- Other services, which includes logistics services and rig moving services.
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.
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 acquisition of Contrans and other statements that are not historical facts. While such forward-looking statements are expressed by TransForce and Contrans in good faith and believed by them 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 entered into by TransForce and Contrans, 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: TransForce: Investors: Alain Bédard, Chairman, President and CEO, TransForce Inc., (647) 729-4079, [email protected]; Media: Rick Leckner, MaisonBrison Communications, (514) 731-0000, [email protected]; For further information - TransForce: 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: [email protected] Web site: www.contrans.ca