Filer deemed to have ceased to be offering its securities to the public under the OBCA.
Applicable Legislative Provisions
Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).
IN THE MATTER OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF VITRAN CORPORATION INC. (the Applicant)
ORDER (Subsection 1(6) of the OBCA)
UPON the application of the Applicant to the Ontario Securities Commission (the Commission) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;
AND UPON the Applicant representing to the Commission that:
1. The Applicant is an "offering corporation" as defined in the OBCA, and has an authorized capital consisting of an unlimited number of common shares (Common Shares), of which 16,465,241 Common Shares were issued and outstanding.
2. The head office of Applicant is located at 185 The West Mall, Suite 701, Toronto, Ontario, M9C 5L5.
3. On March 26, 2014, TransForce Inc. (TransForce), through its indirect wholly-owned subsidiary 2400520 Ontario Inc., acquired all of the issued and outstanding Common Shares of the Applicant, other than Common Shares held by TransForce and any of its affiliates, through a plan of arrangement under the OBCA (the Arrangement). Following the Arrangement, the Applicant became an indirect wholly-owned subsidiary of Transforce.
4. Holders of options and deferred stock units of the Applicant also received consideration for such securities and there are therefore no longer options or deferred stock units of the Applicant outstanding.
5. As of the date of this decision, one Common Share of the Applicant is beneficially owned by one sole security holder, TFI Holdings Inc., a wholly-owned subsidiary of TransForce.
6. The Common Shares, which were listed on the Toronto Stock Exchange (TSX) and NASDAQ and traded under the symbol "VTN" and "VTNC" respectively, have been delisted from the NASDAQ on March 27, 2014, and from the TSX on March 28, 2014.
7. No securities of the Applicant are traded on a marketplace as defined in National Instrument 21-101 Marketplace Operation.
8. The Applicant is a reporting issuer, or the equivalent, in Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland (the Jurisdictions) and is currently not in default of any of the applicable requirements under any securities legislation of the Jurisdictions. The Applicant has applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it is currently a reporting issuer (the Relief Requested).
9. The voluntary surrender of Reporting Issuer status was issued by the British Columbia Securities Commission effective April 11, 2014 to cease to be a reporting issuer in British Columbia.
10. The Applicant has no intention to seek public financing by way of an offering of securities.
AND UPON the Commission being satisfied to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to subsection 1(6) of the OBCA, that the Applicant be deemed to have ceased to be offering its securities to the public for the purpose of the OBCA.
DATED at Toronto on this 26th day of May 2014.