Vitran Corp. Receives Offer Of US$6.50 Per Share From TransForce Inc.

(RTTNews) - Vitran Corporation Inc. (VTNC) announced that it has received an unsolicited offer from an affiliate of TransForce Inc. (TFI.TO) to acquire all of the outstanding common shares of Vitran for US$6.50 in cash per share.

The Board of Directors of Vitran has determined, after receiving the advice of its financial advisors and legal counsel, that the TransForce Offer constitutes a "Superior Proposal" as defined in the arrangement agreement among Vitran, 2398946 Ontario Inc. and North Channel of Georgian Bay Holdings Ltd., announced on December 9, 2013.

In accordance with the terms of the Manitoulin Agreement, Vitran has provided notice of such determination to Manitoulin Transport.

Vitran noted that at this time, the Board has not changed its recommendation with respect to the pending transaction with Manitoulin Transport. Under the terms of the Manitoulin Agreement, Manitoulin has a period of five business days, during which it can offer to amend the terms of the Manitoulin Agreement. Manitoulin Transport is under no obligation to make such an offer.

If, within the Response Period, Manitoulin offers to amend the Manitoulin Agreement such that the Board determines that the TransForce Offer would cease to be a Superior Proposal, Vitran noted it will be required to enter into an amendment to the Manitoulin Agreement and implement the amended agreement.

The company also said that if, Within the Response Period, Manitoulin does not offer to amend the Manitoulin Agreement, or if the proposed TransForce Offer continues to be a Superior Proposal following a proposed amendment to the Manitoulin Agreement, Vitran intends to accept the TransForce Offer, terminate the Manitoulin Agreement and pay to Manitoulin Transport the agreed termination fee of US$4 million, all in accordance with the terms of the Manitoulin Agreement.

The Board cautions that there can be no assurance that the TransForce Offer will lead to the termination of the Manitoulin Agreement and the execution of an arrangement agreement with TransForce, or that the transaction contemplated by the TransForce Offer will be approved by shareholders or consummated.