MONTREAL, QC and WOODSTOCK, ON, Oct. 30, 2014 /CNW Telbec/ - TransForce Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) announce that, in order to finalize approval under the Competition Act, 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 November 11, 2014.
Since its previous update press release on October 6, TransForce has received substantial additional support from the holders of Contrans shares. The holders of approximately 70% of Contrans' outstanding Class A Subordinate Voting Shares and 100% of Contrans' outstanding Class B Multiple Voting Shares have tendered their shares to the offer or will do so under lock-up agreements with TransForce. The shares tendered to date are in excess of the minimum condition requirement of the offer of 66⅔% of the outstanding Class A shares and 66⅔% of the outstanding Class B shares, calculated on a fully-diluted basis.
In addition, the holders of more than 50% 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, have tendered their shares to the offer.
"We are very pleased with the progress we have made toward finalising our discussions with the Competition Bureau to enable us to close this transaction" noted TransForce Chairman, President and CEO Alain Bédard. "We believe the 30-day waiting period will now expire on November 5, 2014 and we very much appreciate the patience and the support of the Contrans shareholders while we complete this important aspect of the deal. The shares tendered to our offer have continued to increase and with our minimum tender condition now being met, we look forward to completing the deal on the terms set out in the circular."
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. 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 on October 6, 2014. TransForce therefore believes that the 30-day waiting period will expire on November 5, 2014. 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.
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;
- Logistics and Other 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:
Chairman, President and CEO