TransForce Inc. Signs Definitive Merger Agreement to Acquire Dynamex Inc. for US$248 Million

Acquisition will significantly enhance TransForce's package and courier transportation services

MONTREAL, Dec. 14 /CNW Telbec/ - TransForce Inc. (TSX: TFI-T), the leader in the Canadian transportation and logistics industry, today announced that it has entered into a definitive agreement and plan of merger to acquire all of the outstanding shares of Dynamex Inc. (NASDAQ: DDMX) for a purchase price of US$25.00 per share, in cash, representing a total purchase price of approximately US$248 million (the "Acquisition").  In connection with the definitive merger agreement, Dynamex informed TransForce that Dynamex has terminated the agreement and plan of merger it entered into on October 1, 2010, as amended on November 30, 2010, with affiliates of Greenbriar Equity Group LLC, providing for the sale to such affiliates of all of the outstanding shares of Dynamex for a purchase price of US$24.00 per share. Dynamex's Board of Directors has unanimously approved the acquisition by TransForce.

Headquartered in Dallas, Texas, Dynamex is a leading provider of same-day delivery and logistics services in the United States and Canada, offering a wide range of door-to-door fulfillment and distribution services for clients of all sizes and needs for more than 20 years. Dynamex employs more than 1,500 workers and has contracts with approximately 3,700 independent contractors.  It has an extensive network of more than 60 business centers across the United States and Canada.  For the twelve-month period ended October 31, 2010, Dynamex generated sales of approximately US$418 million.

The Acquisition of Dynamex by TransForce is conditional upon a number of factors, including approval of the Acquisition by holders of a majority of Dynamex's common shares, expiration or termination, as the case may be, of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the Canada Transportation Act and the Competition Act (Canada), and other customary closing conditions.  Assuming the satisfaction of all conditions, the Acquisition is expected to close in the first quarter of calendar 2011.  The Acquisition will be financed using TransForce's existing credit facilities and is expected to be immediately accretive to TransForce's 2011 earnings.

"TransForce is currently a significant player in the package and courier sector in Canada and the acquisition of Dynamex will enhance service to existing customers while proposing a powerful service offering to potential clients, as Dynamex specializes almost exclusively in same-day delivery services, a segment generally not offered by TransForce, and by opening doors to the U.S. markets," said Alain Bédard, Chairman, President and Chief Executive Officer of TransForce. We are highly confident that Dynamex shareholders will enthusiastically support our offer as it represents a compelling value proposition. We believe that the combination of TransForce and Dynamex will yield attractive synergies with our existing divisions and will create value for our shareholders.  With our track record of successfully integrating acquisitions, we are ideally positioned to take advantage of every business opportunity between our two companies.  TransForce is pleased to welcome Dynamex's management and employees, who have built Dynamex's strong brand recognition."

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 energy related services, waste management; logistics, fleet management, and 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. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits that TransForce will derive therefrom. In particular, no assurance can be given as to whether the proposed acquisition of Dynamex Inc. will be completed.