CONTRANS GROUP INC
Montreal, Quebec and Woodstock, Ontario, November 21, 2014 - TransForce Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) are pleased to announce that an additional 2,146,407 Class A Subordinate Voting Shares have been validly deposited under the offer as of the expiry time of 12:01 a.m. (Toronto time) today, which, when added to the 28,114,782 Subordinate Voting Shares taken up on November 11, 2014, represent approximately 89.31% of the issued and outstanding Subordinate Voting Shares on a fully diluted basis. 2420785 Ontario Inc. will pay the offer price of $14.60 for each of the deposited shares and acquire the shares on Wednesday, November 26, 2014, in accordance with applicable securities regulations.
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 December 2, 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.
"We are pleased with the continued support Contrans' shareholders have demonstrated towards our offer." said TransForce Chairman, President and CEO Alain Bédard. "We intend to take necessary steps to acquire 100% of Contrans' shares and we encourage shareholders who have not yet deposited their shares to do so now in order to expedite their receipt of $14.60 per share."
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.
If the 90% threshold is not reached or the Compulsory Acquisition is not available for any other reason, the Offeror intends to proceed with a Subsequent Acquisition Transaction to acquire the remaining Subordinate Voting Shares not already tendered pursuant to the Offer at a price of $14.60, as further described in section 15 of the Circular, "Acquisition of Shares Not Deposited Under the Offer".
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 inquiries@phoenixadvisorscst.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;
• Less-Than-Truckload;
• Truckload;
• Waste Management;
• Logistics and Other Services.
TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX: TFI). For more information, visit http://www.transforcecompany.com.
ABOUT CONTRANS
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.
Contrans is publicly traded on the Toronto Stock Exchange (TSX: CSS). For more information, visit http://www.contrans.ca.
No stock exchange, securities commission or other regulatory authority has approved or disapproved of the information contained herein.
FORWARD-LOOKING STATEMENTS
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 compulsory acquisition 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.
For further information - TransForce:
Alain Bédard Rick Leckner
Chairman, President and CEO MaisonBrison Communications
TransForce Inc. (514) 731-0000
(647) 729-4079 rickl@maisonbrison.com abedard@transforcecompany.com
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: info@contrans.ca Web site: www.contrans.ca
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