TransForce enters into an agreement to acquire Transport America, Inc.

Transaction to provide TransForce with critical mass in the US Truckload sector

MONTREAL, QC and EAGAN, MN, June 2, 2014 /PRNewswire/ - TransForce Inc. (TSX: TFI) (OTCQX: TFIFF), a North American leader in the transportation and logistics industry, today announced that a wholly-owned subsidiary of TransForce has entered into an agreement with Goldner Hawn Johnson & Morrison Incorporated ("GHJ&M") to acquire the entire share capital of its portfolio company, Transport America, Inc. ("Transport America"), an important provider of truckload ("TL") carriage and logistics services.

Founded in 1984 and headquartered in Eagan, Minnesota, Transport America provides an integrated offering of dry-van TL transportation services across the United States. It offers a wide array of short and long haul freight carriage, expedited and dedicated shipping services, as well as international and intermodal services through various partners.

Transport America's network includes 12 terminals located throughout the United States and utilizes more than 2,000 staff and independent contractors. Through its own fleet and independent contractors, Transport America operates approximately 1,500 tractors and about 4,400 trailers.

The transaction is subject to customary closing conditions and should close near the end of June 2014. The purchase price represents a total enterprise value of approximately US$310 million, including the assumption of Transport America's debt of about US$150 million. TransForce will finance the transaction through its existing credit facility, and will continue to maintain a strong balance sheet and financial flexibility post-closing. This acquisition is expected to generate annual total revenues of approximately US$350 million.

"This acquisition will immediately provide TransForce with a critical mass in the highly-fragmented TL sector in the United States and we stand to benefit from Transport America's extensive geographic footprint and longstanding relationships with blue chip customers. Transport America is an efficient, well-managed company that generates solid operating margins. We expect this transaction to be immediately accretive to earnings and to provide a sound return on investment to the benefit of our shareholders," said Alain Bédard, Chairman, President and Chief Executive Officer of TransForce.

"The acquisition meets all of the criteria we established as we explored ownership options, and we could not be more pleased," said Scott C. Arves, Transport America's president and CEO. "Together, with shared resources and stronger access to capital to support growth, we will be better positioned to serve customers and provide increased opportunities for our employees."

The company will continue to be branded as Transport America and is excited to be the platform for growth for TransForce in the US truckload market.

RBC Capital Markets is acting as exclusive financial advisor to TransForce on the transaction.

Bank of America has acted as exclusive advisor to Transport America on this transaction.

ABOUT TRANSFORCE
TransForce Inc. is a North American leader in the transportation and logistics industry operating across Canada and the United States through its subsidiaries. TransForce creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned, operating subsidiaries. Under the TransForce umbrella, companies benefit from corporate financial and operational resources to build their businesses and increase their efficiency. TransForce companies service the following segments:

• Package and Courier; 
• Less-Than-Truckload; 
• Truckload, which includes specialized truckload and dedicated services;
• Specialized Services, which includes waste management, logistics services and services to the energy sector.

TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX: TFI) and the OTCQX marketplace in the U.S. (OTCQX: TFIFF). For more information, visit http://www.transforcecompany.com.

FORWARD-LOOKING STATEMENTS
Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TransForce. These statements are based on suppositions and uncertainties as well as on management's best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TransForce's products and services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results. 

SOURCE TransForce Inc.