Montreal, Quebec, September 24, 2015 – TransForce Inc. (TSX: TFI, OTCQX: TFIFF), a North American leader in the transportation and logistics industry, today announced that the Toronto Stock Exchange (“TSX”) has approved the renewal of TransForce’s normal course issuer bid (“NCIB”). Under the NCIB, as renewed, TransForce may purchase for cancellation a maximum of 6,000,000 common shares, representing 7.46% of the 80,431,618 shares forming TransForce’s public float. The shares may be purchased through the facilities of the TSX over the twelve-month period from September 28, 2015 to September 27, 2016. As of September 22, 2015, TransForce had 97,921,306 common shares issued and outstanding.
Under its current NCIB, which entered into effect on September 19, 2014 and which expires on September 18, 2015, TransForce has repurchased, as of September 17, 2015, 5,529,800 common shares at an average purchase price of approximately $25.6119 per share. All of the repurchased shares were cancelled by TransForce.
Any shares purchased by TransForce under the renewed NCIB will be at the market price of the shares at the time of such purchases. The actual number of shares that may be purchased and the timing of any such purchases will be determined by TransForce. Any purchases made by TransForce pursuant to the renewed NCIB will be made in accordance with the rules and policies of the TSX.
During the most recently-completed six months, the average daily trading volume for the common shares of TransForce on the TSX was 260,665. Consequently, under the policies of the TSX, TransForce will have the right to repurchase during any one trading day a maximum of 65,166 shares, 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 shares not directly or indirectly owned by insiders of TransForce, in accordance with the policies of the TSX.
In the opinion of TransForce’s Board of Directors, TransForce’s shares have been trading in a price range which does not adequately reflect their value, based on TransForce’s business and strong financial position, and the share price is driving an unusually high yield. As a result, TransForce believes that, at appropriate times, repurchases of its shares through the NCIB can enhance shareholder value and represents an appropriate use of TransForce’s financial resources.
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 shares during the renewed NCIB. To the knowledge of TransForce, no person currently holds 10% or more of TransForce’s shares. However, sales by such persons through the facilities of the TSX may occur if any such person makes a decision unrelated to the NCIB. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other shareholders whose shares are purchased under the NCIB.
In connection with the renewed NCIB, TransForce intends to enter into an automatic share purchase plan with National Bank Financial Inc. in order to allow for purchases under the NCIB during TransForce’s “black-out” periods, as permitted by the TSX Company Manual and the Securities Act (Québec).