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TransForce to repurchase up to $220 million of its common shares
MONTREAL, QUEBEC--(Marketwired - Feb 11, 2016) - TransForce Inc. (TSX:TFI)(OTCQX:TFIFF), a North American leader in the transportation and logistics industry, today announced that its Board of Directors has authorized a substantial issuer bid to purchase for cancellation up to 10 million common shares for an aggregate purchase price not to exceed $220 million (the "Offer").
The Offer will be made by way of a "modified Dutch Auction" pursuant to which shareholders may tender all or a portion of their shares (i) at a price not less than $19.00 and not more than $22.00 per share, in increments of $0.10 per share, or (ii) without specifying a purchase price, in which case their shares will be purchased at the purchase price determined in accordance with the Offer.
The purchase price paid for each share properly tendered and not withdrawn will be based on the number of shares tendered and the prices specified by shareholders making tenders, and will be the lowest price that will allow TransForce to purchase up to $220 million of shares at a price within the range specified above. Shareholders will receive the purchase price in cash for shares tendered at prices equal to or lower than the purchase price. All shares tendered at prices higher than the purchase price will be returned to shareholders. All shares purchased by TransForce will be purchased at the same price, even if shareholders have selected a lower price. If the number of shares tendered at or below the purchase price would result in an aggregate purchase price in excess of $220 million, those shares will be purchased on a pro rata basis.
The Offer will not be conditional upon any minimum number of shares being tendered, but will be subject to certain other conditions. A complete description of the terms and conditions of the Offer will be contained in the Offer to Purchase and Issuer Bid Circular and related documents that will be filed with the applicable securities regulatory authorities in Canada and mailed to shareholders shortly.
TransForce will suspend its current normal course issuer bid that expires on September 27, 2016 and no subsequent purchases will be completed under such normal course issuer bid.
This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell TransForce's common shares. The solicitation and the offer to buy TransForce's common shares will be made only pursuant to the Offer to Purchase and Issuer Bid Circular and related documents. At the time the Offer is commenced, TransForce will file the Offer to Purchase and Issuer Bid Circular and related documents with the Canadian securities regulatory authorities. Shareholders should carefully read the Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and other related documents when they are available because they will contain important information, including the various terms and conditions of the Offer. The Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and certain other documents will be delivered without charge to all TransForce shareholders. Offer documents required to be filed in Canada will be available without charge at www.sedar.com. Shareholders are urged to read these materials carefully prior to making any decision with respect to the Offer.
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:
TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX:TFI) and the OTCQX marketplace in the U.S. (OTCQX:TFIFF).
Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TransForce. These forward-looking statements relate to, among other things, the launch, terms and timing of the Offer. These 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 TransForce's 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.