TransForce -- summary under Share Offer

Overview. TransForce is proposing to repurchase approximately 11% of its outstanding common shares under a modified Dutch auction at a price of between $19.00 and $22.00 per share. Deemed dividends will result, as the paid-up capital per share is around $7.96. “For the purposes of subsection 191(4)… the "specified amount" in respect of each Share will be $19.61."

Basic terms of Offer. TransForce invites its shareholders (the "Shareholders") to tender, for purchase and cancellation by the Corporation, common shares of the Corporation (the "Shares") pursuant to (i) auction tenders in which tendering Shareholders specify a price of not less than $19.00 per Share or more than $22.00 per Share in increments of $0.10 per Share ("Auction Tenders"), or (ii) purchase price tenders in which tendering Shareholders do not specify a price per Share, but rather agree to have Shares purchased at the single Purchase Price determined as a result of a "modified Dutch Auction" process (as described below). This Offer will expire on March 28, 2016, unless withdrawn or extended (the "Expiration Date"). The Offer is not conditional upon any minimum number of Shares being tendered.

Modified Dutch auction. Promptly following the Expiration Date, the Corporation will determine a single price per Share (the "Purchase Price"), which will not be less than $19.00 per Share or more than $22.00 per Share, that is the lowest price that enables it to purchase the maximum number of Shares properly tendered and not withdrawn pursuant to the Offer having an aggregate Purchase Price not exceeding $220 million. If the Purchase Price is determined to be the $19.00 minimum (or the $22.00 maximum), 11,578,947 (or 10,000,000) Shares may be purchased. In determining the Purchase Price, Shares tendered pursuant to a Purchase Price Tender will be considered to have been tendered at $19.00 per Share. Shares tendered by a Shareholder pursuant to an Auction Tender will not be purchased by the Corporation if the price specified is greater than the Purchase Price. A tendering Shareholder who does not wish to specify a price should make a Purchase Price Tender. Each Shareholder who has properly tendered Shares pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender, and who has not properly withdrawn such Shares, will receive the Purchase Price, payable in cash (subject to any applicable withholding taxes) subject to the conditions of the Offer.

Proration. If the aggregate Purchase Price for the Shares properly tendered and not withdrawn pursuant to the Offer by Purchase Price Tender or by Auction Tender at a price not greater than the Purchase Price (the "Successfully-Tendered Shares") by Shareholders (the "Successful Shareholders") exceeds $220 million, then the Successfully-Tendered Shares will be purchased on a pro rata basis according to the number of Shares tendered (or deemed to be tendered) by the Successful Shareholders (with adjustments to avoid the purchase of fractional Shares), except that "Odd Lot" tenders (as described herein) will not be subject to pro-ration. See "Offer to Purchase — Number of Shares and Pro-Ration".

Specified Amount. “For the purposes of subsection 191(4) of the Income Tax Act (Canada), the "specified amount" in respect of each Share will be $19.61.”

TransForce. A North American leader in the transportation and logistics industry, operating across Canada and the United States through its subsidiaries. Its Shares are listed on the TSX and trade on the OTCQX. There are 97.6 million Shares outstanding, so that the Offer is for between 10.24% and 11.86% of its Shares.

Reason for Offer. TransForce believes that the recent trading price of the Shares is not fully reflective of the value of the Corporation's business and future prospects. Therefore, TransForce believes that the purchase of Shares under the Offer represents an efficient means of providing value to Shareholders.

Liquid market exemption. The Corporation is relying on the "liquid market exemption" from the valuation requirement applicable to the Offer pursuant to MI 61-101 adopted by the Autorité des marchés financiers (Québec) and the OSC and, as a consequence is not required to obtain a formal valuation with respect to the Offer. The Corporation has determined that there is a liquid market in the Shares.

Canadian tax consequences. Deemed dividend. The paid-up capital per Share will be approximately $7.96. A Resident Shareholder who sells Shares to TransForce pursuant to the Offer will be deemed to receive a taxable dividend on a separate class of shares comprising the Shares so sold equal to the excess of the amount paid by TransForce for the Shares over their paid-up capital for income tax purposes, subject to the application of s. 55(2).

Non-residents. In the case of Non-Resident Shareholders who sell Shares under the Offer, such deemed dividend will be subject to Canadian withholding tax. Based on information provided by TransForce, the Shares should generally not be taxable Canadian property to a Non-Resident Shareholder, unless they are deemed to be taxable Canadian property to a particular Non-Resident Shareholder under a provision of the Tax Act.