Montreal, Quebec and Woodstock, Ontario, August 12, 2014 – TransForce Inc. (TSX: TFI, OTCQX: TFIFF), a North American leader in the transportation and logistics industry, and Contrans Group Inc. (TSX: CSS), a diverse provider of specialized transportation services, today announced that TransForce, through its indirect, wholly-owned subsidiary 2420785 Ontario Inc., has commenced its previously-announced offer to acquire, for $14.60 in cash per share, all of the issued and outstanding Class A subordinate voting shares and Class B multiple voting shares of Contrans by way of a friendly, Board-approved take-over bid (the “Offer”) by mailing the Offer and TransForce’s take-over bid circular to Contrans shareholders. Contrans’ directors’ circular recommending that Contrans shareholders accept the Offer was mailed concurrently.
As previously announced, the Support Agreement entered into by TransForce and Contrans on July 24, 2014 provides that if all conditions of the Offer have been satisfied or are waived by TransForce, Contrans will declare a special dividend of $0.40 per share in respect of the recent sale of its Waste Transportation segment. The special dividend will be paid to Contrans shareholders of record immediately prior to TransForce paying for tendered shares under the Offer. As a result, if the special dividend is declared as contemplated by the Support Agreement, Contrans shareholders, including those shareholders who deposit their shares under the Offer, will receive the special dividend of $0.40 per share. The $14.60 per share Offer price, together with the special dividend, for a total amount of $15.00 per share, represents a premium of approximately 16.7% to the volume weighted average trading price of Contrans’ Class A shares on the Toronto Stock Exchange for the 52 weeks preceding the announcement of the Offer on July 24, 2014.
TransForce’s Offer is open for acceptance until 12:01 a.m. (Toronto time) on September 17, 2014, unless extended, and is conditional upon, among other things, there being validly deposited or tendered and not withdrawn, a number of Contrans shares that represents at least 66% of the outstanding Class A shares and at least 662/3% of the outstanding Class B shares, and at least a majority of the outstanding Class A shares, the votes of which would be included, pursuant to applicable securities regulations, in any minority approval by Contrans shareholders of a subsequent transaction involving the acquisition by TransForce of Contrans shares not tendered pursuant to the Offer, calculated in each case on a fully-diluted basis.
All of Contrans’ directors and executive officers, holding in the aggregate 100% of Contrans’ Class B shares and approximately 14.1% of its Class A shares, have entered into lock-up agreements with TransForce, pursuant to which they have agreed to tender all of their Contrans shares to the Offer.
The Board of Directors of Contrans, after consultation with its financial and legal advisors, taking into account all circumstances, including the special dividend, unanimously recommends that Contrans shareholders tender their shares to the Offer. As described in more detail in Contrans’ directors’ circular, the reasons for the Contrans Board’s unanimous recommendation include:
- the Contrans Board considered a wide range of strategic alternatives over the past few years to unlock value and engaged advisors to solicit potential strategic and financial buyers. No expressions of interest were received as a result of these? solicitations. The Offer is the most attractive alternative;
- in the event that the conditions of the Offer are satisfied or waived by TransForce, Contrans shareholders will receive the special dividend in the amount of $0.40 for each share in addition to the consideration under the Offer of $14.60 in cash for each share that they deposit under the Offer. In the event that the Offer is not completed, the funds allotted for the special dividend will be retained by Contrans to carry out alternative strategic goals;
- including the special dividend, the total value of $15.00 per share represents a premium of approximately 16.7% to the volume weighted average trading price of the Class A shares on the Toronto Stock Exchange for the 52 weeks preceding the announcement of the Offer on July 24, 2014;
- the form of consideration under the Offer provides certainty and immediate value;
- the Offer provides liquidity to Contrans shareholders;
- the Contrans Board considered recent comparative transactions in the transportation and similar closely-aligned industries based on which it finds the Offer to be attractive;
- Contrans’ financial advisor has provided a written opinion that, as of the date of such opinion, and based upon and subject to the assumptions, qualifications and limitations stated therein, the payments (including the special dividend) offered to Contrans shareholders pursuant to the Offer are fair, from a financial point of view, to Contrans shareholders other than TransForce and its affiliates;
- the Offer is not subject to any financing condition;
- the Contrans Board has preserved the ability to respond to unsolicited “Superior Proposals”, as defined in the Support Agreement;
- the Offer contains a 66⅔% Class A share and 66⅔% Class B share “Minimum Tender Condition” that cannot be lowered to less than 60% of the outstanding Class A shares or 60% of the outstanding Class B shares without Contrans’ consent; and
- all of the directors and executive officers of Contrans have agreed to deposit their Contrans shares under the Offer.
The full details of the Offer are contained in TransForce’s take-over bid circular and related Offer materials. Copies of the take-over bid circular and related Offer materials and the Contrans directors’ circular are available under Contrans’ profile on SEDAR at www.sedar.com.
Computershare Investor Services Inc. is the depositary for the Offer. Contrans shareholders can obtain copies of the take-over bid circular and related Offer materials at no charge from the depositary, which can be reached toll-free at 1-800-564-6253 or by email at email@example.com. The information agent for the Offer is CST Phoenix Advisors. Inquiries concerning the Offer should be directed to the information agent toll-free at 1-800-773-9143 or by email at firstname.lastname@example.org.
National Bank Financial Inc. is acting as financial advisor and Fasken Martineau DuMoulin LLP is acting as legal counsel to TransForce in connection with the Offer. Cormark Securities Inc. is acting as financial advisor and Cassels Brock & Blackwell LLP is acting as legal counsel to Contrans.