TransForce to Proceed with Compulsory Acquisition of Remaining Shares of Contrans Group Inc.

MONTREAL, Dec. 2, 2014 /CNW Telbec/ - TransForce Inc. (TSX: TFI) and Contrans Group Inc. (TSX: CSS) are pleased to announce that, as of the expiry time of 12:01 a.m. (Toronto time) today, an additional 2,507,163 Class A Subordinate Voting Shares of Contrans Group Inc. have been validly deposited under the offer made by 2420785 Ontario Inc., TransForce's indirect, wholly-owned subsidiary, for all of the Class A Subordinate Voting Shares and Class B Multiple Voting Shares of Contrans.  2420785 Ontario Inc. will pay the offer price of $14.60 for each of the 2,507,163 deposited Class A Shares and acquire the shares on Friday, December 5, 2014, in accordance with applicable securities regulations.

When the 2,507,163 additional Class A Subordinate Voting Shares are added to the 30,261,189 Subordinate Voting Shares previously taken up by 2420785 Ontario Inc., the total of 32,768,352 shares represents 96.7% of the issued and outstanding Class A Subordinate Voting Shares on a fully-diluted basis.  As previously announced, 100% of the Class B Multiple Voting Shares were taken up by 2420785 Ontario Inc.

Having now acquired more than 90% of the outstanding Class A Subordinate Voting Shares, TransForce intends to proceed with the "compulsory acquisition" of the remaining Class A Subordinate Voting Shares not deposited under the offer, pursuant to section 188 of the Business Corporations Act (Ontario).  TransForce will send the required notice to the remaining Contrans shareholders shortly and will be deemed to acquire the remaining Class A Subordinate Voting Shares 30 days after sending the notice, at which time Contrans will become a wholly-owned, indirect subsidiary of TransForce.

ABOUT TRANSFORCE

TransForce Inc. is a North American leader in the transportation and logistics industry operating across Canada and the United States through its subsidiaries.  TransForce creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries.  Under the TransForce umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency.  TransForce companies service the following segments:

• Package and Courier;
• Less-Than-Truckload;
• Truckload;
• Waste Management;
• Logistics and Other Services.

TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX: TFI).  For more information, visit http://www.transforcecompany.com.

ABOUT CONTRANS

Contrans has been providing freight transportation services as a publicly-listed company since 1985.  With approximately 1,400 power units and 2,600 trailers under management, Contrans is one of the largest freight transportation companies in Canada.

Contrans is publicly traded on the Toronto Stock Exchange (TSX: CSS).  For more information, visit http://www.contrans.ca.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of applicable securities laws that are intended to be covered by the safe harbours created by those laws, including statements that use forward-looking terminology such as "may", "will", "expect", "anticipate", "believe", "continue", "potential", or the negative thereof or other variations thereof or comparable terminology.  Such forward-looking statements may include, without limitation, statements regarding the completion of the compulsory acquisition and other statements that are not historical facts.  While such forward-looking statements are expressed by TransForce in good faith and believed by them to have a reasonable basis, they are subject to important risks and uncertainties including, without limitation, changes in applicable laws or regulations.

Forward-looking 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 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.  Investors should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement.  Reliance on forward-looking statements is at investors' own risk.

SOURCE: TransForce Inc.

TransForce: Investors: Alain Bédard, Chairman, President and CEO, TransForce Inc., [phone], [email protected]; Media: Rick Leckner, MaisonBrison Communications, [phone], [email protected]