Business
Century II Holdings Inc. - Amended Letter of Intent
Century II Holdings Inc. - Amended Letter of Intent.
About this update from Futuregen Industries Corp.
[{"type":"text","content":"\n\n\n\nTSX Symbol: CH\n\n\nTORONTO, Aug. 29 /CNW/ - Century II Holdings Inc. ("Century") and\nTransForce Income Fund ("TransForce") (TSX: TIF:UN) have signed an amendment\nto their previously announced letter of intent (the "LOI") dated August 2,\n2007, pursuant to which TransForce agreed to acquire all of the shares in the\ncapital of Century.\n\n\nThe amendment to the LOI provides for a fixed purchase price of $10.20\nfor each of the issued and outstanding shares of Century. The LOI previously\nprovided for a purchase price equal to the aggregate of $8.00 plus working\ncapital of Century as at the closing date. Century and TransForce have\ntargeted completion of the transaction by October 31, 2007.\n\n\nThe transaction is conditional upon satisfactory completion of formal\ndocumentation (which will include the final structure of the transaction) and\ncompletion of due diligence by TransForce, both of which are to completed by\nSeptember 14, 2007, regulatory approval, receipt of a satisfactory opinion\nfrom an independent financial advisor as to the fairness of the transaction to\nthe shareholders of Century and satisfactory support agreements to be entered\ninto between TransForce and the two major shareholders of Century, namely the\nMillard Group Inc. and Jaguar Financial Inc. The Millard Group Inc., and its\nprincipals, who collectively own 3,824,774 common shares, have confirmed their\ncontinuing support of the transaction. A Special Meeting of Shareholders of\nCentury will be convened to consider the business combination. Shareholders\nwill be provided with full information and documentation related to the\ntransaction in due course.\n\n\nThe Special Committee of independent directors of Century, which was\nestablished to lead negotiations with TransForce, and the full Board of\nCentury approved the amendment to the LOI.\n\n\nThis news release is for information purposes only and is not a\nsubstitute for the formal documentation related to the transaction. Copies of\nthe transaction documents will be made available to shareholders in due\ncourse.\n\n\nThis news release may contain statements which are deemed to be\n"forward-looking statements". Readers are cautioned not to place undue\nreliance on forward-looking statements. Actual results and developments may\ndiffer materially fr...