Montreal, Quebec, December 27, 2013 – TransForce Inc. (TSX: TFI), a North American leader in the transportation and logistics industry, today announced that its Board of Directors has authorized TransForce to purchase for cancellation, by way of normal course issuer bid, up to $8,477,300 principal amount of TransForce’s 5.65% convertible unsecured subordinated debentures issued on September 7, 2011 and maturing on September 30, 2018. The maximum repurchase amount represents 10% of the public float of $84,773,000 principal amount of 5.65% Convertible Debentures.
The normal course issuer bid is subject to the acceptance of the Toronto Stock Exchange and will be in place for a period of twelve months starting December 31, 2013 and ending on December 30, 2014. As of the date hereof, there is $84,773,000 principal amount of 5.65% Convertible Debentures issued and outstanding.
“Given the free cash flow generated by our operations, the Board of Directors of TransForce believes that the proposed normal course issuer bid represents an appropriate use of the Company’s financial resources”, commented Alain Bédard, TransForce’s Chairman of the Board, President and Chief Executive Officer.
Purchases under the normal course issuer bid will be made in accordance with the requirements of the TSX at market prices through the facilities of the TSX. The average daily trading volume of the 5.65% Convertible Debentures over the last six completed calendar months was $150,563 principal amount. Accordingly, under the rules and policies of the TSX, TransForce will be entitled to purchase, on any one trading day, a maximum of $37,640 principal amount of the 5.65% Convertible Debentures, representing 25% of the average daily trading volume. In addition, TransForce may make once per calendar week a block purchase (as such term is defined in the TSX Company Manual) of 5.65% Convertible Debentures not directly or indirectly owned by insiders of TransForce, in accordance with the requirements of the TSX.
To the knowledge of TransForce, no director or senior officer, including the CEO, and no person acting jointly or in concert with TransForce currently intends to sell any 5.65% Convertible Debentures during the course of the normal course issuer bid. However, sales by such persons through the facilities of the TSX may occur if any such person makes a decision unrelated to the bid. The benefits to any such person whose 5.65% Convertible Debentures are purchased would be the same as the benefits available to all other holders whose 5.65% Convertible Debentures are purchased under the normal course issuer bid.
TransForce has not purchased any 5.65% Convertible Debentures pursuant to a normal course issuer bid during the preceding twelve months.
In addition, TransForce has entered into an automatic purchase agreement with National Bank Financial Inc. in connection with the bid. Under the agreement, National Bank Financial Inc. may acquire, at its discretion, Convertible Debentures at any time on TransForce’s behalf, subject to certain parameters as to price and number of Convertible Debentures, including at such times as TransForce may be in a restricted period.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.