TransForce Inc. Announces $37,440,000 Bought-Deal Equity Financing and $7,572,240 Concurrent Private Placement
Montreal, July 23, 2009 – TransForce Inc. (“TransForce” or the “Company”) (TSX: TFI) announced
today that it has entered into an agreement with a syndicate of underwriters led by National Bank
Financial Inc. and Scotia Capital Inc. for the sale on a bought-deal basis of 6,400,000 common
shares (the “Shares”) from the treasury of the Company at a price of $5.85 per Share, for gross
proceeds to the Company of approximately $37,440,000. The Shares will be offered by way of short
form prospectus in each of the provinces of Canada, as well as in the United States under applicable
private placement exemptions.
TransForce will grant an over-allotment option to the underwriters of the offering, entitling them to
purchase, for a period of 30 days from the closing of the offering, up to 640,000 additional shares at
the offering price of $5.85 per share, to cover over-allotments and for market stabilization purposes,
TransForce also announces that Jolina Capital Inc., its principal shareholder, will enter into a
subscription agreement with TransForce pursuant to which Jolina will purchase, concurrent with the
closing of the “bought-deal” offering, a further 1,294,400 common shares from TransForce on a
private placement basis, in order to maintain its ownership level of the outstanding shares of
TransForce of approximately 16.82%. Jolina will purchase the shares at the bought-deal offering
price, for proceeds to TransForce of approximately $7,572,240. In the event that the over-allotment
option is exercised by the underwriters, Jolina will purchase further shares on a private placement
basis in order to maintain its ownership level.
The net proceeds of the offering and concurrent private placement to Jolina Capital will be used by
TransForce to reduce indebtedness and for general corporate purposes.
A preliminary short form prospectus will be filed in all provinces of Canada by July 29, 2009. The
prospectus offering and concurrent private placement are subject to all standard regulatory
approvals and are expected to close on or about August 13, 2009.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any
securities in any jurisdiction. The Shares being offered have not been and will not be registered
under the U.S. Securities Act of 1933 or state securities laws. Accordingly, the Shares may not be
offered or sold to U.S. persons except pursuant to applicable exemptions from registration.