Montreal, Quebec, July 27, 2012 – TransForce Inc. (“TransForce” or “the Company”) (TSX: TFI), a North American leader in the transportation and logistics industry, today announced its intention to repurchase certain of its issued and outstanding common shares (the “Shares”) pursuant to a normal course issuer bid (the “Bid”). The Bid is subject to the approval of the Toronto Stock Exchange (“TSX”) and TransForce will file shortly with the TSX a notice to commence the Bid on or about August 2, 2012 until August 1, 2013. TransForce’s intention is to purchase for cancellation up to a maximum of 7,000,000 Shares, representing 9.3% of the 74,885,958 Shares forming the unrestricted public-float of the Company, over a twelve-month period at the prevailing market price of the Shares at the time of such purchases. As of July 26, 2012, there were a total of 95,667,014 Shares issued and outstanding. The actual number of Shares that may be purchased and the timing of any such purchases will be determined by TransForce. Any purchases made pursuant to the Bid will be made through the facilities of the TSX in accordance with the rules and policies of the TSX.
During the most recently completed six months, the average daily trading volume for the Shares of TransForce on the TSX was 190,652. Consequently, under the policies of the TSX, TransForce will have the right to repurchase during any one trading day a maximum of 47,663 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 the board of directors of the Company, the Shares have been trading in a price range which does not adequately reflect the value of the Shares based on TransForce’s business and strong financial position and are driving an unusually high yield. As a result, TransForce believes that, at appropriate times, repurchases through the Bid can enhance shareholder value and represents an attractive investment and an appropriate use of TransForce’s financial resources.
In addition, TransForce has entered into an automatic share purchase agreement with National Bank Financial Inc. in connection with the Bid. Under the agreement, National Bank Financial Inc. may acquire, at its discretion, Shares at any time on TransForce’s behalf, subject to certain parameters as to price and number of Shares.
TransForce has not purchased any Shares pursuant to a normal course issuer bid during the preceding 12 months.
Amendment to Normal Course Issuer Bid With Respect to its Convertible Debentures
The Company announced today that it has entered into an automatic purchase plan (“Plan”) with National Bank Financial Inc. in order to facilitate the repurchase of its 6% Convertible Debentures and 5.65% Convertible Debentures under its previously-announced normal course issuer bid which began on May 31, 2012. Under the Plan, National Bank Financial Inc. may repurchase, at its discretion, Convertible Debentures on TransForce’s behalf under the normal course issuer bid during the Company’s self-imposed blackout periods.
The Plan will be implemented as of August 2, 2012. Purchases will be made by National Bank Financial Inc. based upon the parameters prescribed by the TSX, applicable laws and the terms and conditions of the Plan until such time as the normal course issuer bid in respect of the Convertible Debentures is in effect or the Plan is otherwise terminated at the option of Company.
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.