Trimac Announces Conversion of Class B Shares

CALGARY, Jan. 25, 2013 /CNW/ - Trimac Transportation Ltd. ("Trimac") (TSX: TMA), Canada's premier provider of bulk trucking, logistics, tank repair and cleaning services, and Trimac Holdings Ltd. announced today that Trimac has received a request from a wholly owned subsidiary of Trimac Holdings Ltd., the holder of all of its issued and outstanding class B convertible voting shares (the "Class B Shares"), to convert all of the Class B Shares into class A common shares in the capital of Trimac (the "Class A Shares") at the current conversion ratio attaching to the Class B Shares.  The conversion ratio applicable to the transaction is 1.11489 Class A Shares for each Class B Share outstanding.  Accordingly, pursuant to the transaction, 6,376,168 Class B Shares will be converted into 7,108,741 Class A Shares resulting in an additional 732,573 voting shares in the capital of Trimac becoming issued and outstanding.  All 7,108,741 Class A Shares to be issued in connection with the transaction will be issued from treasury and the consideration for the issuance will be the surrender and cancellation of all of the issued and outstanding Class B Shares.  As a result of the transaction, the Class B Shares will be cancelled and the previous holders of the Class B Shares will now receive a cash dividend on the 7,108,741 Class A Shares to be issued rather than an adjustment to the conversion ratio as set forth in the share terms attaching to the Class B Shares.  The transaction is expected to close on or about January 31, 2013.  Trimac Holdings Ltd. has stated that it has no current intention to dispose of any of the acquired Class A Shares or its current holdings and has no current intention to acquire any further Class A Shares. Trimac does not anticipate any material impact to its future capital plans resulting from the transaction including the increase in cash required to fund the cash dividend payable on the Class A Shares being issued.

Trimac Holdings Ltd. currently holds, directly and indirectly, 7,574,580 Class A Shares, representing 36.22% of all of the issued and outstanding Class A Shares, and 6,376,168 Class B Shares, representing 100% of all of the issued and outstanding Class B Shares.  In the aggregate, Trimac Holdings Ltd. currently holds, directly and indirectly, 13,950,748 voting shares of Trimac, representing 51.13% of all of the issued and outstanding voting shares of Trimac.  Following completion of the transaction, Trimac Holdings Ltd. will hold, directly and indirectly, 14,683,321 Class A Shares, representing 52.4% of all of the issued and outstanding Class A Shares, an increase of 14.91% over its current holdings of Class A Shares and an increase of 1.28% over its current holdings of voting shares of Trimac. While Trimac Holdings Ltd. is the direct and indirect holder of such Class A Shares, it does not exercise control or direction over any such shares.

Jeffrey J. McCaig is currently the indirect beneficial owner of, and exercises control or direction over, 3,918,094 Class A Shares and 6,336,168 Class B Shares held through Trimac Holdings Ltd. Control or direction over the remaining Class A Shares held directly and indirectly by Trimac Holdings Ltd. is exercised by shareholders of Trimac Holdings Ltd. other than Jeffrey J. McCaig.  Jeffrey J. McCaig is also currently the indirect beneficial owner of, and exercises control or direction over, 2,264,344 Class A Shares held outside of Trimac Holdings Ltd.  In the aggregate, Jeffrey J. McCaig is the indirect beneficial owner of, and exercises control or direction over, 6,182,438 Class A Shares, representing 29.57% of all of the issued and outstanding Class A Shares, and 12,518,606 voting shares of Trimac, representing 45.88% of all of the issued and outstanding voting shares of Trimac. Following completion of the transaction, on an aggregate basis, both through and outside of Trimac Holdings Ltd., Jeffrey J. McCaig will directly and indirectly hold and exercise control or direction over 13,246,584 Class A Shares, representing 47.28% of all of the issued and outstanding Class A Shares, an increase of 17.71% over his current holdings of Class A Shares and an increase of 1.4% over his current holdings of voting shares of Trimac.

The registered office of Trimac Holdings Ltd. is 1700, 800 - 5 Avenue SW, Calgary, Alberta, T2P 5A3 and Trimac Holdings Ltd. is relying on the exemption available pursuant to Section 4.2 of National Instrument 62-104 on the basis that it is acquiring the Class A Shares from a single party and the consideration paid is not greater than 115% of the market price of the Class A Shares.

About Trimac: Trimac is Canada's largest provider of bulk trucking services with operations from coast to coast.  In addition, through its National Tank Services division, Trimac performs repairs, maintenance and tank-trailer cleaning services for both the Trimac fleet and for third party commercial customers. Trimac also provides third party transportation logistics services in Canada and the United States through its wholly owned subsidiary Bulk Plus Logistics.

SOURCE: Trimac Transportation Ltd.