Transforce’s acquisition of Vitran is a done deal

Toronto-based less-than-truckload (LTL) carrier and transportation services provider Vitran Corporation has officially been acquired by TransForce, a provider of transportation and logistics services for $6.50 per share.

“The acquisition of Vitran will further enhance our density in the Canadian LTL market and provide synergies going forward,” said Alain Bédard, Chairman, President and Chief Executive Officer of TransForce, in a statement. “Vitran will remain a standalone entity, under the leadership of Tony Trichilo, within the TransForce group of companies. We are looking forward to leveraging the strengths of the two companies to the benefit of our customers and shareholders. I would like to welcome all Vitran employees and management to the TransForce team.”

In early January, Vitran said that it terminated an agreement to be acquired by Manitoulin Transport Inc., a Pembroke, Ontario-based provider of LTL transportation services and entered into a definitive arrangement agreement with TransForce.

Prior to that announcement, Transforce owned roughly 20 percent of Transforce’s total outstanding shares, following its November purchase of 10.44 percent of Vitran shares, according to a Toronto Globe and Mail report.

Transforce said at the time that that the total transaction, including the assumption of Vitran’s outstanding net debt of approximately $29 million at October 31, 2013, is valued at approximately US$136 million, adding that the $6.50 share price represents an 11.16 percent premium to Vitran’s closing price on NASDAQ on December 9, 2013, the day that Vitran’s proposed transaction with Manitoulin Transport Inc. was announced, and a 41.38 percent premium to the closing price on NASDAQ on September 20, 2013, the day before the announcement of the sale of Vitran’s US Less-Than-Truckload (LTL) business.

Vitran said in January its board of directors “determined that TransForce’s proposal was a ‘superior proposal’ for the purposes of the arrangement agreement. And it added that Manitoulin—whose early December offer of $6 per share, with the total transaction including the assumption of Vitran’s outstanding net debt of $29, which was valued at roughly $128 million—has waived its right to match the TransForce proposal. The company said that Vitran and Manitoulin agreed to terminate the Maintoulin contract concurrent with the entering into of the TransForce agreement, with a $4 million termination fee being paid by Vitran.

Prior to the early December announcement that Manitoulin was going to acquire Vitran, that development followed the aforementioned completion of the October sale of Vitran’s United States-based less-than-truckload business, which was initially announced in late September.

The business was acquired by Matthew Moroun, vice chairman of Warren, Mich.-based LTL carrier Central Transport International and an industry veteran associated with various transportation industries, including: LTL, TL, flatbed, 3PL, and warehousing.