Montreal, Quebec, November 1, 2013 – TransForce Inc. (TSX: TFI, OTCQX: TFIFF), a North American leader in the transportation and logistics industry, today announced that it has acquired in a private transaction ownership of 1,714,754 shares of Vitran Corporation Inc. (Nasdaq: VTNC) (TSX: VTN) held by Quinpool Holdings Partnership, a subsidiary of Clarke Inc. (TSX: CKI) (the “Seller”), at a price of US$4.77 per share (representing CDN$4.975 per share based on the Bank of Canada noon exchange rate). The 1,714,754 shares represent approximately 10.44% of the total outstanding shares of Vitran. TransForce now owns 3,278,232 shares of Vitran, representing approximately 19.95% of its total outstanding shares.
In connection with the transaction, TransForce signed a lock-up agreement with the Seller. Under the terms of the lock-up agreement, the Seller has irrevocably committed to tender its remaining 418,837 shares of Vitran to TransForce should the latter make a formal offer to Vitran shareholders. In addition, should TransForce proceed with an alternative transaction in order to acquire all of the shares of Vitran not then owned by TransForce or all or substantially all of Vitran’s assets, the Seller has agreed to support the alternative transaction, including voting its remaining shares in favour thereof. The 418,837 shares represent approximately 2.55% of the total outstanding shares of Vitran.
TransForce remains in the process of reviewing its alternatives related to its previously-announced proposal made to the board of directors of Vitran on September 25, 2013 (the ‘’Proposal”).
A formal offer has not been made to Vitran shareholders and TransForce is not legally obligated to engage in any transaction, and no assurance can be given that any transaction will be undertaken.
TransForce may acquire additional Vitran shares or sell some or all of the shares it holds, in the open market, by private agreement or otherwise, subject to their availability at attractive prices, market conditions and other relevant factors.
TransForce’s address is 8801 Trans-Canada Highway, Suite 500, Saint-Laurent (Montreal), Québec H4S 1Z6.
TransForce has retained National Bank Financial Markets as its financial adviser and Heenan Blaikie LLP as legal adviser.