Trimac enters into arrangement agreement for privatization

CALGARY, May 19, 2016 /CNW/ - Trimac Transportation Ltd. ("Trimac") (TSX:TMA) today announced that its board of directors, on the recommendation of a special committee of independent directors (the "Special Committee"), has approved the previously-announced proposal to privatize Trimac and that Trimac has entered into an arrangement agreement providing for the privatization.  Under the proposed transaction, which is to be effected by way of an arrangement under the Business Corporations Act (Alberta), all shareholders of Trimac, other than those participating in the privatization, will receive $6.25 cash for each of their Trimac shares.  The shareholders participating in the privatization consist of Trimac's principal shareholder, Trimac Holdings Ltd. ("THL"), and members of the McCaig family.  THL is indirectly controlled by Jeffrey J. McCaig, the Chairman of Trimac.

The Special Committee retained Deloitte LLP to provide an independent formal valuation of the Trimac shares prepared in accordance with Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101").  Prior to making its recommendations to the board of directors, the Special Committee received from Deloitte the formal valuation and a fairness opinion that the consideration to be received by Trimac shareholders (other than those participating in the privatization) pursuant to the arrangement is fair, from a financial point of view, to such shareholders. 

The arrangement is subject to shareholder and court approvals, including the minority shareholder approval required by MI 61-101.  Subject to court approval, the special meeting of shareholders to consider the arrangement has been scheduled for June 28, 2016.  Trimac expects to mail an information circular relating to the special meeting to shareholders in early June 2016.  If all approvals are received, and other closing conditions satisfied, the arrangement is expected to be completed on June 30, 2016.

A subsidiary of THL formed for the purpose of acquiring the Trimac shares has entered into an agreement with Alberta Treasury Branches to act as a lender and lead arranger under a syndicated credit facility for the financing of the transaction, subject to the satisfaction of closing conditions.

About Trimac:  Trimac provides bulk trucking services with operations from coast to coast in Canada. In addition, through National Tank Services, Trimac provides maintenance and tank-trailer cleaning services for both the Trimac fleet and for third party commercial customers. Trimac also provides third party transportation logistics services through its wholly owned subsidiary Bulk Plus Logistics.

SOURCE Trimac Transportation Ltd.

For further information: Matt Faure, Chief Executive Officer, Trimac Transportation Ltd., Telephone: 403-298-5100; Edward V. Malysa, President & Chief Operating Officer, Trimac Transportation Ltd., Telephone: 403-298-5100; Scott D. Calver, Vice President & Chief Financial Officer, Trimac Transportation Ltd., Telephone: 403-298-5100


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