TransForce Inc. Completes $143.75 Million Bought-Deal Offering of 6%
Convertible Unsecured Subordinated Debentures

/This release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or for dissemination in the United States/

-     Over-allotment option exercised in full by underwriters

MONTREAL, Nov. 19 /CNW Telbec/ - TransForce Inc. (TSX: TFI) announced today that it has completed its previously-announced bought-deal public offering by issuing 6% convertible unsecured subordinated debentures in an aggregate principal amount of $143.75 million.  The convertible debentures have been approved for listing on the Toronto Stock Exchange and will commence trading today under the symbol "TFI.DB".

The convertible debentures were sold to a syndicate of underwriters co-led by National Bank Financial Inc. and RBC Dominion Securities Inc., acting as joint book-runners, and including BMO Capital Markets, CIBC World Markets Inc., Desjardins Securities Inc., Scotia Capital Inc. and Cormark Securities Inc.  The $143.75 million aggregate principal amount of convertible debentures sold today included $18.75 million of convertible debentures issued by TransForce upon the exercise in full by the underwriters of an over-allotment option, solely to cover over-allotments purposes.

TransForce intends to use the net proceeds of the offering for general corporate purposes, to support its program of strategic acquisitions and to reduce indebtedness.

The convertible debentures bear interest at a rate of 6% per annum, payable semi-annually on May 31 and November 30 each year, commencing on May 31, 2011. The convertible debentures are convertible at the holder's option into TransForce common shares at a conversion price of $19.05 per share, representing a conversion rate of 52.4934 TransForce shares per $1,000 principal amount of convertible debentures.  The convertible debentures will mature on November 30, 2015 and may be redeemed by TransForce, in certain circumstances, after November 30, 2013.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The convertible debentures offered, and the common shares issuable upon the conversion or redemption of the convertible debentures, have not been and will not be registered under the U.S. Securities Act of 1933 or state securities laws.  Accordingly, the convertible debentures may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration.

Profile

TransForce Inc. (www.transforce.ca) is the leader in Canada's transportation and logistics industry. Headquartered in Montreal, Quebec, TransForce creates value for shareholders through managing and investing in a growing network of wholly-owned, operating subsidiaries. TransForce provides a comprehensive and unique combination of capabilities, resources and geographical coverage in both domestic and trans-border markets. Its companies currently operate in four well-defined business segments:

• Less-Than-Truckload;
• Package and Courier; 
• Specialized Services, which includes oilfield & oilsand services, waste management, logistics, fleet management & personnel services;
• Truckload, specialized truckload and dedicated services.

TransForce Inc. shares are listed on the Toronto Stock Exchange under the symbol TFI.

Forward-Looking Statements

Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TransForce.  These statements are based on suppositions and uncertainties as well as on management's best possible evaluation of future events.  Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TransForce's products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes.  As a result, readers are advised that actual results may differ from expected results.

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For further information:

TransForce Inc.
Alain Bédard
Chairman of the Board,
President and CEO
514-331-4200
[email protected]
www.transforce.ca