TransForce Announces Amendment to Letter of Intent with Century II Holdings Inc.
The amendment to the letter of intent provides for a fixed purchase priceof $10.20 for each of the issued and outstanding shares of Century II HoldingsInc. The letter of intent previously provided for a purchase price equal tothe aggregate of $8.00 plus the working capital of Century II as at theclosing date. TransForce and Century II have targeted completion of theacquisition by October 31, 2007.
Century II is a publicly-listed holding company (TSX: - ) whosewholly-owned subsidiary, Information Communication Services (ICS) Inc. (ICSCourier), operates a structured route courier business servicing in excess of35,000 accounts in the insurance, optical, financial, travel, dental and legalbusiness sectors across Canada.
The transaction is conditional upon satisfactory completion of formaldocumentation (which will include the final structure of the transaction) andof due diligence by TransForce, both of which are to completed bySeptember 14, 2007, regulatory approval, receipt by the Board of Directors ofCentury II of a satisfactory opinion from an independent financial advisor asto the fairness of the transaction to the shareholders of Century II, andsatisfactory support agreements to be entered into between TransForce and thetwo major shareholders of Century, namely the Millard Group Inc. and JaguarFinancial Inc. TransForce has been advised that the Millard Group Inc. and itsprincipals, who collectively own 3,824,774 common shares, have confirmed toCentury II their continuing support of the transaction. A special meeting ofshareholders of Century II will be convened to consider the transaction withTransForce.
TransForce has also been advised that a Special Committee of independentdirectors of Century II, which was established to lead negotiations withTransForce, and the full Board of Directors of Century II, approved theamendment to the letter of intent.
Profile
TransForce Income Fund (), is the leader in Canada'stransportation and logistics industry. Headquartered in Montreal, Quebec, theFund's objective is to create value for unitholders through managing andinvesting in a growing network of independent operating subsidiaries.TransForce provides a comprehensive and unique combination of capabilities,resources and geographical coverage in both domestic and transborder markets.Its companies operate in four well-defined business segments:
- Less Than Truckload and Parcel Delivery; - Specialized Services, which includes its ancillary transportation services and fleet management & personnel services businesses; - Specialized Truckload; and - Truckload.TransForce's trust units are listed on the Toronto Stock Exchange(TIF.UN) and are included in the S&P/TSX Composite Index.
Forward-Looking Statements
Except for historical information provided herein, this press release maycontain information and statements of a forward-looking nature concerning thefuture performance of TransForce. These statements are based on suppositionsand uncertainties as well as on management's best possible evaluation offuture events. Such factors may include, without excluding otherconsiderations, fluctuations in quarterly results, evolution in customerdemand for TransForce's products and services, the impact of price pressuresexerted by competitors, and general market trends or economic changes. As aresult, readers are advised that actual results may differ from expectedresults.
For further information
Investors: Alain Bédard, Chairman of the Board,President and CEO, TransForce Income Fund, (514) 331-4200,abedard@transforce.ca
Media: John Lute, Lute & Company, (416) 929-5883,
