Montreal, Quebec, May 29, 2012 – TransForce Inc. (TSX: TFI), a North American leader in the transportation and logistics industry, today announced that its Board of Directors has authorizedTransForce to purchase for cancellation, by way of normal course issuer bid, the two following series of convertible debentures
a) up to $14,319,000 principal amount of TransForce’s 6% convertible unsecured subordinated debentures issued on November 19, 2010 and maturing on November 30, 2015. The maximum repurchase amount represents 10% of the public float of the 6% Convertible Debentures and is based on a public float of $143,190,000 principal amount of 6% Convertible Debentures calculated as of May 23, 2012; and
b) up to $8,489,000 principal amount of TransForce’s 5.65% convertible unsecured subordinated debentures issued on September 7, 2011 and maturing on September 30, 2018. The maximum repurchase amount represents 10% of the public float of the 5.65% Convertible Debentures and is based on a public float of $84,890,000 principal amount of 5.65% Convertible Debentures calculated as May 23, 2012.
As of the date hereof, there were, respectively, $143,750,000 and $85,000,000 principal amount of 6% Convertible Debentures and 5.65% Convertible Debentures issued and outstanding. The two normal course issuer bids are subject to the acceptance of the Toronto Stock Exchange and will be in place for a period of twelve months starting May 31, 2012 and ending on May 30, 2013.
“Given the free cash flow generated by our operations, the Board of Directors of TransForce believes that the proposed normal course issuer bids represent an appropriate use of the Company's financial resources”, commented Alain Bédard, TransForce’s Chairman of the Board, President and Chief Executive Officer.
Purchases under the two normal course issuer bids will be made in accordance with the requirements of the TSX at market prices through the facilities of the TSX. The average daily trading volume (“ADTV”) of the 6% Convertible Debentures and 5.65% Convertible Debentures over the last six completed calendar months was $123,000 and $64,000 principal amount, respectively. Accordingly, under the rules and policies of the TSX, TransForce will be entitled to purchase, on any one trading day, a maximum of $30,000 principal amount of the 6% Convertible Debentures and $16,000 principal amount of the 5.65% Convertible Debentures, representing 25% of the respective ADTVs. In addition, TransForce may make once per calendar week a block purchase (as such term is defined in the TSX Company Manual) of 6% Convertible Debentures or 5.65% Convertible Debentures not directly or indirectly owned by insiders of TransForce, in accordance with the requirements of the TSX.
To the knowledge of TransForce, no director or senior officer, including the CEO, no person acting jointly or in concert with TransForce and no person holding 10% or more of the Convertible Debentures currently intends to sellany Convertible Debentures during the course of the normal course issuer bids. However, sales by such persons through the facilities of the TSX may occur if any such person makes a decision unrelated to the two bids. The benefits to any such person whose Convertible Debentures are purchased would be the same as the benefits available to all other holders whose Convertible Debentures are purchased under the normal course issuer bids.
TransForce has not purchased any Convertible Debentures pursuant to a normal course issuer bid during the preceding twelve months.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.