Montreal, Quebec, December 20, 2013 – TransForce Inc. (TSX: TFI, OTCQX:TFIFF), a North American leader in the transportation and logistics industry, today announced that it has submitted an Arrangement Agreement to the board of directors of Vitran Corporation Inc. (Nasdaq:VTNC) (TSX:VTN) pursuant to which TransForce would acquire all of the issued and outstanding shares of Vitran not already owned by TransForce at a price of USD$6.50 per share in cash. The board of directors of Vitran today confirmed that TransForce’s offer at USD$6.50 per share constitutes a “Superior Proposal” under the Arrangement Agreement entered into by Vitran and an affiliate of Manitoulin Transport Inc. on December 9, 2013, which contemplates the sale of Vitran at a price of USD$6.00 per share.
TransForce understands that Vitran today sent a “Superior Proposal Notice” regarding TransForce’s offer to Manitoulin Transport, as required under the Arrangement Agreement with Manitoulin Transport. Under that agreement, Manitoulin Transport has the right, in effect, to match TransForce’s USD$6.50 offer during a period of five business days. In the event that Manitoulin Transport does not match TransForce’s offer and Vitran terminates the Arrangement Agreement in accordance with its terms, TransForce expects that it will enter into its Arrangement Agreement with Vitran upon the expiry of the five business-day period, which is December 31, 2013.
With the exception of the price per share, the terms and conditions of TransForce’s offer are virtually identical to those set out in the Arrangement Agreement between Vitran and Manitoulin Transport. TransForce currently owns 19.95% of Vitran’s outstanding shares.
TransForce has retained National Bank Financial Markets as its financial adviser and Heenan Blaikie LLP as legal adviser.