MONTREAL, QC and WOODSTOCK, ON, Nov. 11, 2014 /CNW Telbec/ - TransForce Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) are pleased to announce that all of the conditions to 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. have been satisfied. As a result, 2420785 Ontario Inc. has taken up all Contrans shares validly deposited under the offer as of the expiry time of 12:01 a.m. (Toronto time) today. 2420785 Ontario Inc. will pay the offer price of $14.60 for each of the deposited shares and acquire the shares on Friday, November 14, 2014, in accordance with applicable securities regulations, immediately after the record date and time for Contrans' special dividend of $0.40 per share referred to below.
"We are very pleased that our offer for Contrans has been successful" said TransForce Chairman, President and CEO Alain Bédard. "We welcome the Contrans management team and Contrans' dedicated staff to the TransForce family. We look forward to Contrans' future success as part of TransForce."
In addition, Contrans announces that its Board of Directors has declared a previously-announced special dividend of $0.40 per share in respect of the sale by Contrans of its Waste Transportation segment. The special dividend is payable to all Contrans shareholders of record at the close of business on Friday, November 14, 2014, immediately prior to the acquisition by the offeror 2420785 Ontario Inc. of Contrans shares tendered pursuant to TransForce's offer, and will be paid on Wednesday, November 19, 2014. All Contrans shareholders, including those shareholders who have deposited their shares under TransForce's offer, will receive the special dividend of $0.40 per share. For Canadian-resident Contrans shareholders, $0.38 per share of the special dividend is designated as an "eligible dividend" for purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.
As of the expiry time of 12:01 a.m. (Toronto time) today, the holders of approximately 83% of Contrans' outstanding Class A Subordinate Voting Shares and 100% of Contrans' outstanding Class B Multiple Voting Shares tendered their shares to the offer. The tendered shares are in excess of the minimum condition 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.
TransForce also announces that 2420785 Ontario Inc., TransForce's indirect, wholly-owned subsidiary, is extending the expiry date of the offer to 12:01 a.m. (Toronto time) on November 21, 2014, in order to allow Contrans shareholders who have not yet accepted the offer an opportunity to do so. 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. Following the extension of the offer, 2420785 Ontario Inc. will take up and pay for any Contrans shares validly tendered within three business days of any such tender.
As set out in TransForce's circular dated August 12, 2014, if within 120 days after that date the offer has been accepted by Contrans shareholders holding not less than 90% of the outstanding Class A shares, TransForce will, to the extent possible, acquire the Class A shares not deposited under the offer pursuant to the "compulsory acquisition" provisions of section 188 of the Business Corporations Act (Ontario). If a "compulsory acquisition" is not available, TransForce will pursue other lawful means of acquiring the remaining Class A shares not tendered to the offer as soon as possible, whether by amalgamation, statutory arrangement or other similar transaction.
In connection with TransForce taking-up and paying for the shares deposited under its offer, Robert B. Burgess, Archie M. Leach and G. Ross Amos will resign from Contrans' Board of Directors and be replaced by Alain Bédard, André Bérard and Ronald D. Rogers, each of whom is a director of TransForce. Contrans thanks Messrs. Burgess, Leach and Amos for their dedicated service to Contrans. Stanley G. Dunford and Gregory W. Rumble will remain on Contrans' Board of Directors and Mr. Rumble will continue as Contrans' President and Chief Operating Officer. Alain Bédard will be appointed Chairman of the Board of Directors of Contrans, in replacement of Stanley G. Dunford.
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 firstname.lastname@example.org.
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, 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. 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.
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