TSX Symbol: CH
TORONTO, Aug. 2 /CNW/ - Century II Holdings Inc. (the "Company") announced that the Company and Transforce Income Fund ("Transforce") (TSX: TIF:UN) executed a letter of intent (the "LOI") on August 2, 2007, pursuant to which Transforce agreed to acquire all of the issued and outstanding shares in the capital of the Company. The LOI was approved by the Board of Trustees of Transforce and the Board of Directors of the Company.
The LOI contemplates the acquisition by Transforce, by way of business combination, of all of the issued and outstanding shares of the Company, including 967,000 shares reserved for issuance pursuant to options held by employees, at a price equal to the aggregate of $8.00 plus working capital of the Company as at the closing date. Based on the working capital of the Company as at March 31, 2007, the total consideration would be $9.75 per share. Incremental increases in working capital from March 31, 2007 to the closing date will result in an increase of the value of the transaction to shareholders. The Company and Transforce anticipate completion of the transaction on October 31, 2007.
The transaction is conditional upon satisfactory completion of formal documentation (which will include the final structure of the transaction), regulatory approval, completion of due diligence by Transforce, if determined necessary by the Company receipt of a satisfactory opinion from an independent financial advisor as to the fairness of the transaction and satisfactory support agreements to be entered into by the two major shareholders of the Company, namely the Millard Group and Jaguar Financial. The parties anticipate completion of formal documentation by August 31, 2007. The Millard Group, and its principals, who collectively own 3,824,774 common shares, have indicated their support of the transaction. A Special Meeting of Shareholders will be convened to consider the business combination. Shareholders will be provided with full information and documentation related to the transaction in due course.
A Special Committee of independent directors was established to lead negotiations with Transforce with respect to the development of the LOI and for the purposes of finalizing formal agreements.
Commenting on the transaction, Mr Geoff Davies, CEO of the Company, said "Given the nature of the Transforce holdings and ICS' strategic fit with its operating group this transaction provides for excellent value for the Century II shareholders and an exciting future for ICS and its employees".
The Company will, on or before August 14, 2007, issue its Directors' Circular in response to the unsolicited take-over bid made by Jaguar Financial for all of the shares of the Company on July 31, 2007 at a purchase price of $6.75.
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 the Company 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.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this news release.
About Century II Holdings Inc. (TSX Symbol: CH)
Century II Holdings Inc. is a publicly listed holding company whose wholly owned subsidiary, ICS Courier, operates a fixed route courier business servicing in excess of 35,000 accounts in the insurance, optical, financial, travel, dental and hearing appliance business sectors across Canada.
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