Transforce Income Fund Unitholders Approve Conversion To TransForce Inc.
- Motion for Final Order to be heard by Court on May 14
- Shares of TransForce Inc. expected to commence trading on May 20
- 100 million subordinated loan with Solidarity Fund QFL
Montreal, Quebec, May 13, 2008 – TransForce Income Fund (TSX: TIF.UN), a leader in the
Canadian transportation and logistics industry, announces that unitholders of the Fund and
shareholders of TFI Holdings Inc., an affiliated corporation, yesterday afternoon adopted special
resolutions approving the previously-announced Plan of Arrangement involving the Fund,
TransForce Inc., TFI Holdings Inc., TFI Operating Trust and 4422015 Canada Inc. The Plan of
Arrangement will have the effect of converting TransForce Income Fund into TransForce Inc.
The special resolution of unitholders of TransForce Income Fund was adopted by a vote of 84.24%
while the special resolution of shareholders of TFI Holdings Inc. was adopted by a vote of 100%.
As set out in the Fund’s management proxy circular dated April 7, 2008, the Fund will apply to the
Québec Superior Court on Wednesday, May 14, 2008 for a final order with respect to the Plan of
Arrangement. If the final order is granted by the Court, it is expected that the Plan of Arrangement
will take effect on May 14, 2008. It is also expected that the common shares of TransForce Inc. will
commence trading on the Toronto Stock Exchange on Tuesday, May 20, 2008 under the stock
symbol “TIF”, and that the trust units of TransForce Income Fund will be delisted from the TSX at
Loan Agreement With Solidarity Fund QFL
TransForce also announces that it has entered into a letter agreement with the Solidarity Fund QFL
with respect to an unsecured loan of $100 million to be made to TFI Holdings Limited Partnership,
which will be an indirect wholly-owned subsidiary of TransForce Inc.
The loan is conditional upon a number of conditions, including the preparation of definitive
documentation and standard closing conditions. TransForce will use the proceeds from the loan for
its acquisition program.
The letter agreement with the Solidarity Fund QFL provides that the loan will take the form of an
unsecured debenture of TFI Holdings Limited Partnership, will be repayable by TFI Holdings Limited
Partnership on October 30, 2013, and may be repaid, without penalty, commencing one year after
the date of disbursement of the loan, subject to the approval of TransForce’s syndicate of bank
lenders. The loan will bear interest at an annual rate of 9%, payable monthly.
Closing of the loan is expected to take place by the end of May, 2008.