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MONTREAL, QUEBEC--(Marketwired - Feb 22, 2016) - TransForce Inc. (TSX:TFI)(OTCQX:TFIFF), a North American leader in the transportation and logistics industry, today announced that it has filed an Offer to Purchase and Issuer Bid Circular dated February 22, 2016 and related documents on SEDAR and is mailing such documents to TransForce's shareholders in connection with its previously-announced substantial issuer bid to purchase for cancellation common shares for an aggregate purchase price not to exceed $220 million (the "Offer"). The Offer to Purchase and Issuer Bid Circular and related documents are available under TransForce's profile on SEDAR at www.sedar.com.
As previously announced, the Offer is being 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The purchase price paid for each share properly tendered and not withdrawn will be based on the number of shares tendered and the prices specified by shareholders making tenders, and will be the lowest price that will allow TransForce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 is not conditional upon any minimum number of shares being tendered, but is subject to certain other conditions set out in the Offer to Purchase and Issuer Bid Circular. A complete description of the terms and conditions of the Offer is contained in the Offer to Purchase and Issuer Bid Circular and related documents.
TransForce's Board of Directors has obtained an opinion from Dundee Securities Ltd. to the effect that, based on and subject to the assumptions and limitations stated in such opinion, there is a liquid market for TransForce's common shares as of February 19, 2016 and it is reasonable to conclude that, following the completion of the Offer in accordance with its terms, there will be a market for shareholders who do not tender to the Offer that is not materially less liquid than the market that existed at the time of the making of the Offer. A copy of the opinion of Dundee Securities Ltd. is included in the Issuer Bid Circular.
The Offer will expire at 5:00 p.m. (Eastern Time) on March 28, 2016, unless withdrawn, extended or varied by TransForce.
A sale of TransForce shares pursuant to the Offer will trigger deemed dividend tax treatment as opposed to capital gains treatment which would generally apply to a sale of TransForce shares in the market, as described under "Certain Canadian Federal Income Tax Considerations" in the Issuer Bid Circular. TransForce shareholders who are not generally exempt from Canadian federal income tax (such as a registered retirement savings plan (RRSP) or tax free savings account (TFSA)) and who wish to sell their shares should consult their tax advisors regarding selling their TransForce shares in the market as an alternative to selling their TransForce shares pursuant to the Offer, in order that capital gains treatment apply on the disposition of their TransForce shares.TransForce has appointed Computershare Trust Company of Canada as the depositary for the Offer. Shareholders may contact Computershare toll free at 1-800-564-6253 or by e-mail at email@example.com for information regarding the Offer.
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 is being made only pursuant to the Offer to Purchase and Issuer Bid Circular and related documents. Shareholders should carefully read the Offer to Purchase and Issuer Bid Circular, the related letter of transmittal and other related documents because they contain important information, including the various terms and conditions of the Offer. 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 completion and results 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.