TSX Symbol: CH
TORONTO, Aug. 29 /CNW/ - Century II Holdings Inc. ("Century") and TransForce Income Fund ("TransForce") (TSX: TIF:UN) have signed an amendment to their previously announced letter of intent (the "LOI") dated August 2, 2007, pursuant to which TransForce agreed to acquire all of the shares in the capital of Century.
The amendment to the LOI provides for a fixed purchase price of $10.20 for each of the issued and outstanding shares of Century. The LOI previously provided for a purchase price equal to the aggregate of $8.00 plus working capital of Century as at the closing date. Century and TransForce have targeted completion of the transaction by October 31, 2007.
The transaction is conditional upon satisfactory completion of formal documentation (which will include the final structure of the transaction) and completion of due diligence by TransForce, both of which are to completed by September 14, 2007, regulatory approval, receipt of a satisfactory opinion from an independent financial advisor as to the fairness of the transaction to the shareholders of Century and satisfactory support agreements to be entered into between TransForce and the two major shareholders of Century, namely the Millard Group Inc. and Jaguar Financial Inc. The Millard Group Inc., and its principals, who collectively own 3,824,774 common shares, have confirmed their continuing support of the transaction. A Special Meeting of Shareholders of Century will be convened to consider the business combination. Shareholders will be provided with full information and documentation related to the transaction in due course.
The Special Committee of independent directors of Century, which was established to lead negotiations with TransForce, and the full Board of Century approved the amendment to the LOI.
This news release is for information purposes only and is not a substitute for the formal documentation related to the transaction. Copies of the transaction documents will be made available to shareholders in due course.
This news release may contain statements which are deemed to be "forward-looking statements". Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the TransForce Offer will be unsuccessful for any reason. The forward-looking statements contained in this news release are made as of the date of this news release and Century does not undertake any obligation to update publicly or revise any of the forward looking statements contained in this news release, whether it's a result of new information, future events or otherwise, except as required by law. The forward-looking statements contained in this news release are expressly qualified with this cautionary note.
About Century II Holdings Inc. (TSX Symbol: CH)
Century II Holdings Inc. is a publicly listed holding company whose wholly owned subsidiary, Information Communication services (ICS) Inc., operates a structured route courier business servicing in excess of 35,000 accounts in the insurance, optical, financial, travel, dental and hearing appliance business sectors across Canada.