MONTREAL, QC and WOODSTOCK, ON, Nov. 5, 2014 /CNW Telbec/ - TransForce Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) are pleased to announce that the Competition Bureau today issued a "no-action letter" in respect of the offer by 2420785 Ontario Inc., TransForce's indirect, wholly-owned subsidiary, for all of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares of Contrans Group Inc.
The receipt today of the "no-action letter" from the Competition Bureau constitutes the necessary "Competition Act Approval" under TransForce's offer, which expires at 12:01 a.m. (Toronto time) on Tuesday, November 11, 2014.
"We are very pleased to have received approval from the Competition Bureau, which will enable us to close this transaction" said TransForce Chairman, President and CEO Alain Bédard. "We look forward to completing the deal on the terms set out in our circular."
As previously announced, the minimum tender condition of the offer was satisfied as of the close of business on October 30, 2014. To TransForce's knowledge, the minimum tender condition remains satisfied as of today. TransForce's offer is conditional upon there being validly deposited or tendered and not withdrawn, at the "Expiry Time", that is, 12:01 a.m. on November 11, 2014, a number of Contrans shares that represents at least 66⅔% of the outstanding Class A shares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.
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@example.com.
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