Issuer Bids

Offer

A "Change of Control," as defined in the Debentures Indenture occurred on 22 December 2009 upon the acquisition of all outstanding units of the Trust by KNOC Canada Ltd. The Trust is making an offer (the "Repurchase Offer") to purchase for cash all Debentures for cash at a price equal to 101% of their principal amount plus accrued and unpaid interest up to but excluding 15 February 2010, which offer is open until 12:00 noon (Calgary time) on that date (the "Expiry Time").

90% Redemption Right

If 90% or more of the 7.25% Debentures or 7.50% Debentures are tendered at the Expiry Time, the Trust shall in accordance with the Debentures Indenture redeem all remaining 7.25% Debentures or 7.50% Debentures, as the case may be.

Existing Conversion Right

A holder of 7.25% Debentures (or 7.50% Debentures) who exercised today its conversion right would receive a cash payment of approximately $366.97 (or $364.96) for each $1,000 principal amount.

Canadian tax consequences

Capital gains (or loss) treatment based on the cash proceeds received (excluding accrued interest paid).

Proposed amendment

It is proposed that an extraordinary resolution be passed, to:

(a) increase the rate of interest payable per annum on the Series G Debentures from 5.75% to 6.25%; and

(b) increase the conversion price for each Unit to be issued upon the conversion of one Series G Debenture from $5.80 to $8.00 per Unit.

Offer

InnVest is offering to purchase up to $28,750,000 of the principal amount of the issued and outstanding Series G Debentures at a purchase price of $1,060 in cash (subject to applicable withholding taxes, if any) per $1,000 principal amount of Series G Debentures., representing a premium of $44 to the volume-weighted average price of the Series G Debentures on the TSX over the 20 trading days ending June 16, 2014. Debentureholders whose Series G Debentures are taken up will receive all accrued and unpaid interest to such date, equal to $529,905.82 in aggregate or $18.43 per $1,000 principal amount of Series G Debentures. If the principal amount of the Deposited Debentures exceeds $28,750,000, pro-ration will apply. It is a condition to the REIT taking up and paying for deposited Debentures that the extraordinary resolution in respect of the indenture amendments is passed.

Canadian tax consequences

Amendments. "Canadian courts have held that substantial changes to the fundamental terms of a debt instrument can result in the disposition of an existing debt obligation and the creation of a new debt obligation. It is not certain whether the Indenture Amendments would result in a disposition of the Series G. Debentures for Canadian income tax purposes. Counsel is of the view, based in part on information provided by the REIT, that the Indenture Amendments should not result in the creation of a new debt obligation."

Take-up

"A Resident Holder who disposes of Series G Debentures pursuant to the Offer will be considered to have dispose of such Series G Debentures for proceeds of disposition equal to the Offer Price (other than the portion of the Offer Price received as interest, including any premium deemed to be interest as described below)."

Part XIII tax

"By virtue of the fact that the Series G Debentures are convertible into Units of the REIT, there is a risk that both (i) the amount of the Offer Price that exceeds the principal amount of the Series G Debentures (the "Excess"); and (ii) all interest paid or deemed to be paid to a Non-Resident Holder in connection with the Offer could be considered to be participating debt interest, in which case Canadian withholding tax would apply. It is at present unclear whether the CRA would consider the Excess and any other interest paid or deemed to be paid on the Series G Debentures to be participating debt interest, or whether a Canadian court would agree with the CRA's position. As a result there is a risk that both (i) the Excess; and (ii) all interest paid or deemed to be paid to a Non-Resident Holder in connection with the Offer could be subject to Canadian withholding tax."

Offer of Terravest to purchase approximately 25% of its outstanding units at a premium of approximately 51% to the closing price on 11 July 2012.

Capital gains treatment is assumed for resident unitholders; non-residents who hold their units as taxable Canadian property should consult their tax advisors.

Overview

Prior to the s. 86 distribution of cash by Thomson Reuters described in a previous post, it made an issuer bid to purchase up to U.S.$9 billion of its shares for cash under a modified Dutch auction procedure. In fact, U.S.$6.5 billion in shares was tendered. Leaving aside s. 55(2), over ¾ of the purchase price was deemed to be a dividend.

The principal “modification” related to a desire of Woodridge, who held 62% of the Thomson Reuters shares, to not have its percentage interest change. Accordingly, there was added the concept of a “Proportionate Tender” under which a shareholder tendering its shares to Thomson Reuters under this alternative was deemed to have agreed to sell to Thomson Reuters, at the purchase price determined in accordance with the Dutch auction procedure, that number of shares that would result in its percentage shareholding remaining the same.

Shareholders also were offered a “Qualifying Holdco Alternative.” This entailed such a shareholder together with an affiliated “Preferred Holdco” transferring their Thomson Reuters shares to a Newco (potentially on a s. 85 rollover basis) in exchange for common and preferred shares of Newco. Newco (along with other Newcos) then amalgamating with a sub of Thomson Reuters under a triangular amalgamation in which the electing shareholder and Preferred Holdco received shares of Thomson Reuters. Such shares could then be tendered under the offer. Woodridge indicated that it would participate in the Qualifying Holdco Alternative.

Modified Dutch Auction

Thomson Reuters is making an offer, to purchase for cash up to US$9.0 billion in value of its common shares at a purchase price of not less than US$42.00 and not more than US$47.00 per common share, through a "modified Dutch Auction" procedure. This procedure allows a shareholder making an Auction Tender to select a price of not more than US$47.00 per share and not less than USS42.00 per share (in increments of US$0.25) at which that shareholder is willing to deposit all or part of its shares.

F&R Transaction

Thomson Reuters agreed om the F&R Transaction to sell a 55% interest in the business (now known as Refinitiv) for US$17 billion to private equity funds managed by Blackstone, Canada Pension Plan Investment Board and an affiliate of GIC and to retain a 45% interest. It committed to return US$10 billion of the proceeds to its shareholders.

Auction Tender

A shareholder who making an Auction Tender must specify the minimum price per share (of not more than US$47.00 and not less than US$42.00 per share and in increments of US$0.25) at which that shareholder is willing to sell its shares. Such shares] will only be taken up if the price specified in the Auction Tender is equal to or less than the Purchase Price determined by us.

Purchase Price Tender

If a shareholder does not wish to specify a minimum price, it should make a Purchase Price Tender, which is deemed to have been tendered at the minimum price of US$42.00 per share.

Proportionate Tender

A shareholder who makes a Proportionate Tender will be deemed to have agreed to sell to Thomson Reuters at the Purchase Price a number of shares that will result in the shareholder maintaining its proportionate equity ownership.

Background to Proportionate Tender

On July 24, 2018, in response to various proposals from management, Woodbridge indicated that it was willing to participate in an offer through a Proportionate Tender under which it would tender, at the purchase price determined pursuant to the offer, a number of shares that would maintain its proportionate equity ownership in Thomson Reuters following completion of the offer. Woodbridge has agreed with Thomson Reuters that it will make a Proportionate Tender pursuant to the Offer. Woodbridge has indicated that it will use the Qualifying Holdco Alternative (see below).

Determination of (single) Purchase Price

The Purchase Price will be the lowest price per share that will enable Thomson Reuters to purchase the maximum number of shares validly deposited pursuant to Auction Tenders and Purchase Price Tenders and not withdrawn having an aggregate purchase price not exceeding the Auction Tender Limit Amount (being US$ $9.0 billion, as proportionately reduced by the number of shares Proportionately Tendered). For purposes of determining the Purchase Price, shares deposited pursuant to Purchase Price Tenders will be deemed to have been deposited at a price of US$42.00 per share. The maximum number of shares that may be purchased ranges between 214,285,714 and 191,489,361 shares depending on where in the US$42.00 to US$47.00 range the Purchase Price falls. Thomson Reuters will publicly announce the Purchase Price and all shareholders who have validly deposited and not withdrawn their shares pursuant to Auction Tenders at prices equal to or less than the Purchase Price or pursuant to Purchase Price Tenders or Proportionate Tenders will receive the Purchase Price.

If the Aggregate Tender Purchase Amount is equal to or greater than the Auction Tender Limit Amount, Thomson Reuters will repurchase a total number of shares having an aggregate purchase price equal to US$9.0 billion. If the Aggregate Tender Purchase Amount (i.e., under Auction Tenders) is less than the Auction Tender Limit Amount, Thomson Reuters will repurchase a total number of shares having an aggregate purchase price equal to the product of (i) US$9.0 billion, and (ii) a fraction, the numerator of which is the Aggregate Tender Purchase Amount, and the denominator of which is the Auction Tender Limit Amount.

Qualifying Holdco Alternative

Instead of selling its shares directly to our company pursuant to the Offer, a registered shareholder (the "Electing Shareholder") who complies with the specified conditions may elect to sell all or a portion of the shares that it wishes to tender (whether such tender is an Auction Tender, a Purchase Price Tender or a Proportionate Tender) by completing the following corporate reorganization steps with Thomson Reuters after the Expiration Date for its Offer and prior to the take-up of shares tendered pursuant to the Offer (the “Qualifying Holdco Alternative”):

(a) the Electing Shareholder will transfer a number of shares (the "Elected Shares") to an affiliated holding corporation that will be incorporated under the CBCA ("Amalgamating Holdco") and (i) the only shareholders of Amalgamating Holdco will be (A) the Electing Shareholder, who will hold all of its common shares, and (B) another corporate subsidiary or affiliate of the Electing Shareholder (referred to as "Preferred Holdco"), who will hold all of its preferred shares, and (ii) Amalgamating Holdco will have no assets (apart from a nominal amount of cash not to exceed US$5.00) other than the Elected Shares, and no liabilities;

(b) one or more Amalgamating Holdco(s) will be amalgamated with a wholly-owned subsidiary of Thomson Reuters (referred to as "Subco") to form an amalgamated entity ("Amalco") that will own all of the Elected Shares of each Electing Shareholder of an Amalgamating Holdco involved in the amalgamation, and on the amalgamation, (i) the shares of Subco will be converted into a number of shares of Amalco, and (ii) the common and preferred shares of each Amalgamating Holdco involved in the amalgamation will be cancelled, and in consideration therefor, Thomson Reuters will issue to each Electing Shareholder and each Preferred Holdco a number of shares (the “Qualifying Alternative Shares”) having a fair market value equaling that of the Elected Shares held by their respective Amalgamating Holdco. Amalco will be liquidated into Thomson Reuters; and

(c) a number of the Qualifying Alternative Shares held by the Electing Shareholder or the applicable Preferred Holdco and identified by the Electing Shareholder (or, in the event of the pro-ration, such lesser number of shares as indicated by us to the Electing Shareholder) will be taken up and paid for by Thomson Reuters at the Purchase Price alongside all other shares to be purchased pursuant to the Offer.

If a joint election under s. 85 of the Tax Act and any provincial equivalent is desired by the Electing Shareholder on the transfer of Elected Shares, it must execute (and cause Amalgamating Holdco to execute), and subject to Thomson Reuters’s prior review, file with the appropriate government authority the election as promptly as practicable after the transfer date and in any case no later than five business days following announcement of the preliminary results of the Offer.

Canadian tax consequences

Residents

A Canadian Resident Shareholder who sells shares to Thomson Reuters pursuant to the Offer will be deemed to receive a taxable dividend equal to the excess, if any, of the amount paid by Thomson Reuters for the shares over their paid-up capital, estimated to be C$13.28 per share. The amount paid by Thomson Reuters pursuant to the Offer for the shares less any amount deemed to be received by the Canadian Resident Shareholder as a dividend (after the application of subsection 55(2) in the case of a corporate Canadian Resident Shareholder) will be treated as net proceeds of disposition of the shares.

Non-residents

In view of the deemed dividend tax treatment described above on a sale of shares pursuant to the Offer and the resulting Canadian withholding tax, Non-Canadian Resident Shareholders should consult their own tax advisors regarding selling their shares in the market as an alternative to selling shares pursuant to the Offer.

U.S. tax considerations

Purchase treated as sale or distribution

Thomson Reuters’s purchase of shares from a U.S. Holder pursuant to the Offer will be treated either as a sale of the shares or as a distribution by Thomson Reuters, depending upon the circumstances at the time the shares are purchased. The purchase of shares from a U.S. Holder will be treated as a sale if (a) the purchase results in a "complete redemption" of the U.S. Holder's equity interest in our company, (b) the receipt of cash by the U.S. Holder is "not essentially equivalent to a dividend", or (c) as a result of the purchase there is a "substantially disproportionate" reduction in the U.S. Holder's equity interest in our company, each within the meaning of Section 302(b) of the Code, as described below (the "Section 302 Tests"). The purchase of shares from a particular U.S. Holder will be treated as a distribution if none of the Section 302 Tests is satisfied with respect to such holder.

S. 302 tests

In applying the Section 302 Tests, the constructive ownership rules of Section 318 apply. Thus, a U.S. Holder is treated as owning not only shares actually owned by the U.S. Holder but also shares actually (and in some cases constructively) owned by others.

A purchase of shares pursuant to the Offer will result in a "complete redemption" of the U.S. Holder's interest in our company if, immediately after the sale, either (1) the U.S. Holder owns, actually and constructively, no shares; or (2) the U.S. Holder actually owns no shares and effectively waives constructive ownership of any constructively owned shares under the procedures described in Section 302(c)(2).

A purchase of shares pursuant to the Offer will be treated as “not essentially equivalent to a dividend” if it results in a “meaningful reduction in the selling U.S. Holder’s proportionate interest in our company.

A purchase of shares pursuant to the Offer will be "substantially disproportionate” as to a U.S. Holder if the percentage of the then outstanding shares actually and constructively owned by such U.S. Holder immediately after the purchase is less than 80% of the percentage of the outstanding shares actually and constructively owned by such U.S. Holder immediately before the purchase.

Sale

If any of the Section 302 Tests is satisfied by a U.S. Holder, then such holder generally will recognize taxable gain or loss equal to the difference between the amount received pursuant to the Offer (without reduction for withholding tax, if any) and such holder's adjusted tax basis in the tendered shares.

Distribution

If none of the Section 302 tests is satisfied by a U.S. Holder, then the full amount received pursuant to the Offer (without reduction for withholding tax, if any) will be treated as a distribution with respect to such holder's shares.

Overview. Home Capital is proposing to repurchase approximately 6% of its outstanding Shares under a Dutch auction at a price of between $34.00 and $38.00 per Share. Deemed dividends will result, as the paid-up capital per Share is around $1.29. “It is a term of the Offer that for the purposes of subsection 191(4) of the Tax Act, the ‘specified amount’ in respect of each Share will be an amount equal to the closing trading price for the Shares on the TSX on the Expiration Date. "

Basic terms of Offer. Shareholders of the Company ("Shareholders") who wish to accept the Offer may do so in one of two ways: (a) by making an auction tender ("Auction Tender") pursuant to which they agree to sell to the Company at a specified price per Share (not less than $34.00 and not more than $38.00 and in increments of $0.10 within that range) a specified number of Shares owned by them; or (b) by making a purchase price tender ("Purchase Price Tender") which will be deemed to have been made at a price of $34.00 per Share. The Offer expires at 5:00 p.m. (EST) on April 15, 2016 subject to extension. On March 8, 2016 (the day the terms of the Offer were announced), the closing price of the Shares on the TSX was $34.06 per Share.

Dutch auction. Under a "Dutch Auction," a Shareholder may select a price of not more than $38.00 per Share and not less than $34.00 per Share (in increments of $0.10) at which that Shareholder is willing to deposit all or part of their Shares. Promptly after 5:00 p.m. (Eastern time) on April 15, 2016, the Company will determine a single Purchase Price, which will be the lowest price per Share of not more than $38.00 and not less than $34.00 per Share at which Shares have been deposited or have been deemed to be deposited under the Offer that will enable the Company to purchase the maximum number of Shares deposited pursuant to the Offer, having an aggregate purchase price not exceeding $150,000,000. The Company will pay the Purchase Price in cash to all Shareholders who have validly deposited (and have not withdrawn) their Shares pursuant to Auction Tenders at prices equal to or less than the Purchase Price or pursuant to Purchase Price Tenders (or Purchase Price Tenders, which will be deemed to have been deposited at a price of $34.00 per Share for purposes of determining the Purchase Price), subject to applicable withholding taxes.

Home Capital. A TSX-listed holding company that operates primarily through its principal, federally regulated subsidiary, Home Trust Company, which offers insured and uninsured deposits, residential and non-residential commercial mortgage lending and consumer lending. Home Trust also conducts business through its wholly owned subsidiary, CFF Bank. The Company's subsidiary Payment Services Interactive Gateway Inc. provides payment card services. As at March 8, 2016, there were 69,965,680 outstanding Shares. The maximum of 4,411,765 Shares that the Company is offering to purchase represents 6.31% of the total outstanding Shares. Assuming the Offer is fully subscribed, the minimum of 3,947,368 Shares that the Company is offering to purchase represents 5.64% of such total.

Pt. VI.1 tax. The Company will not be required to accept for purchase, purchase or pay for any Shares deposited, and may terminate or cancel the Offer if the Company determines, in its sole judgment, acting reasonably, that it would be subject to Part VI.1 tax in connection with the Offer or if the completion of the Offer subjects the Company to any material tax liability. “It is a term of the Offer that for the purposes of subsection 191(4) of the Tax Act, the ‘specified amount’ in respect of each Share will be an amount equal to the closing trading price for the Shares on the TSX on the Expiration Date.”

Liquid market exemption. The Company has concluded it can rely on the "liquid market exemption" specified in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition, the board of directors of the Company has obtained a liquidity opinion from RBC Dominion Securities Inc.

Canadian tax consequences. Residents. A resident who sells Shares pursuant to the Offer will be deemed to receive a taxable dividend equal to the excess of the amount paid by Home Capital for the Shares over their paid-up capital, which is estimated to be approximately $1.29. Under s. 55(2), a resident Shareholder that is a corporation may be required to treat all or a portion of any deemed dividend that is deductible in computing taxable income as proceeds of disposition and not as a dividend, generally in circumstances where the resident Shareholder would have realized a capital gain if it disposed of any share at fair market value immediately before the sale of Shares to the Company and the sale to the Company resulted in a significant reduction in such capital gain.

Non-residents. A deemed dividend will be subject to Canadian withholding tax at a rate of 25% or such lower rate as may be substantiated under the terms of an applicable Canadian tax treaty. A non-resident Shareholder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Shares under the Offer unless the Shares are "taxable Canadian property" to the Non-Resident Shareholder at the time of such sale and such gain is not otherwise exempt from tax under the Tax Act pursuant to the provisions of an applicable income tax convention (if any). Non-Resident Shareholders should consult their own tax advisors regarding selling their Shares in the market as an alternative to selling Shares pursuant to the Offer.

U.S. tax consequences. Three s. 302 tests. Under Code s. 302, a U.S. Holder whose Shares are tendered and sold for cash pursuant to the Offer will be treated as having engaged in a "sale or exchange" of such Shares and, thus, will recognize gain or loss if the transaction (a) constitutes a "substantially disproportionate" distribution by the Company with respect to such U.S. Holder, (b) results in "complete termination" of such U.S. Holder's equity interest in the Company, or (c) is "not essentially equivalent to a dividend" with respect to the U.S. Holder. These tests are explained below.

"Substantially disproportionate" distribution. The receipt of cash by a U.S. Holder generally will constitute a "substantially disproportionate" distribution by the Company with respect to the U.S. Holder if (1) the percentage of the outstanding voting shares of the Company actually and constructively owned by the U.S. Holder immediately following the sale of Shares pursuant to the Offer (treating Shares purchased pursuant to the Offer as not outstanding) is less than 80% of the percentage of the outstanding voting shares of the Company actually and constructively owned by the U.S. Holder immediately before the exchange (treating Shares purchased pursuant to the Offer as outstanding), and (2) immediately following the exchange, the U.S. Holder actually and constructively owns less than 50% of the outstanding voting shares.

"Complete termination" of equity interest. The receipt of cash by a U.S. Holder will be treated as a complete termination of the U.S. Holder's equity interest in the Company if either (a) all of the Shares actually and constructively owned by the U.S. Holder are sold pursuant to the Offer, or (b) all of the Shares actually owned by the U.S. Holder are sold pursuant to the Offer and the U.S. Holder is eligible to waive, and effectively waives, the attribution of all Shares constructively owned by the U.S. Holder in accordance with the procedures described in Code s. 302(c)(2).

"Not essentially equivalent to a dividend." The receipt of cash by a U.S. Holder will generally be treated as "not essentially equivalent to a dividend" if the U.S. Holder's sale of Shares pursuant to the Offer results in a "meaningful reduction" of the U.S. Holder's proportionate interest in the Company. ….In the case of a U.S. Holder holding a small minority interest (for example, less than 1%) in the Shares and exercising no control over corporate affairs, a small reduction in such interest is likely to be treated as a "meaningful reduction" in that Holder's interest, and thus satisfy the "not essentially equivalent to a dividend" test.

Simultaneous sale. Under certain circumstances, it may be possible for a tendering U.S. Holder to satisfy one of the s. 302 tests by contemporaneously selling or otherwise disposing of all or some of the Shares that are actually or constructively owned by the U.S. Holder, but that are not purchased pursuant to the Offer.

Distribution alternative. If a U.S. Holder is not treated under s. 302 as having engaged in a "sale or exchange" of its Shares, then the amount received (taking into account certain currency adjustments and before any withholding tax) by it will be treated as a distribution by the Company in respect of such U.S. Holder's Shares. Subject to the PFIC rules, such distribution will be treated as a dividend, without reduction for any Canadian taxes withheld from the amount paid, to the extent of the Company's current or accumulated "earnings and profits." Amounts treated as distributions that are in excess of the Company's current or accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in the Shares and, to the extent in excess of such basis, will be treated as capital gain with respect to such Shares.

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.