Andlauer Management Group Inc.

October 20, 2008 12:31 ET

Andlauer Management Group Inc. Commences Take-Over Bid for Units of ATS Andlauer Income Fund

TORONTO, ONTARIO--(Marketwire - Oct. 20, 2008) -

Attention Business Editors:

2186940 Ontario Inc. (the "Offeror"), a wholly-owned subsidiary of Andlauer Management Group Inc. ("AMG"), has today commenced its take-over bid (the "Offer") to acquire all of the units (the "Units") of ATS Andlauer Income Fund ("ATS") (TSX:ATS.UN) not owned by the Offeror and its affiliates at a price per Unit of $11.75 in cash, subject to certain terms and conditions.

The Offer, accompanying take-over bid circular and related documentation (collectively, the "Offer Documentation") has been filed with the Canadian securities regulatory authorities, will be available on SEDAR at www.sedar.com, and is being provided to unitholders in accordance with applicable Canadian securities law. The Offer Documentation contains full details of the terms and conditions of the Offer. Unitholders are urged to read the Offer Documentation.

The Offer will be open for acceptance until 10:00 a.m. (Toronto time) on Tuesday November 25, 2008, unless withdrawn or extended by the Offeror. The Offer represents a premium of 24.3% over the closing price of the Units on the TSX on August 11, 2008 (the date AMG made public, after close of markets, its proposal to the Board of Trustees to acquire the Units not owned by it).

Completion of the Offer will be conditional on, among other things: (i) deposit to the Offer of Units that represent (a) together with Units (and securities exchangeable for Units) held by the Offeror and its affiliates, more than 66 2/3rds% of the outstanding Units and (b) at least a majority of the Units, the votes attached to which would be included under applicable Canadian securities laws for the purpose of determining minority approval of certain transactions, in each case on a fully diluted basis; and (ii) the unitholder rights plan (the "Rights Plan") put in place by the Board of Trustees on August 12, 2008 being waived by the Board of Trustees in respect of the Offer or otherwise rendered ineffective.

As previously announced, the Offeror has entered into lock-up agreements (the "Lock-up Agreements") whereby certain institutional investors, certain members of senior management of ATS and other unitholders (the "Lock-up Unitholders") have agreed to tender the Units held by them (or over which they exercise control and direction) to the Offer, subject to certain conditions. The Lock-up Unitholders who have agreed to tender Units to the Offer pursuant to the Lock-up Agreements collectively hold (or exercise control or direction over) Units representing approximately 30.7% of the outstanding Units (on a fully diluted basis). AMG directly or indirectly holds Units which represent approximately 25.3% of the outstanding Units (on a fully diluted basis). Accordingly, the Units covered by the Lock-up Agreements and the Units or securities convertible into Units held directly or indirectly by AMG represent approximately 56.0% of the outstanding Units (on a fully diluted basis). Copies of the Lock-up Agreements are available for review on SEDAR at www.sedar.com.

AMG does not intend to support any alternative transaction.

In accordance with the requirements of applicable Canadian securities laws, the Offer Documentation includes a copy of the formal valuation of the Units prepared under the supervision of a special committee of the Board of Trustees by a valuator selected by the special committee.

AMG is a company controlled by Michael Andlauer, the President and Chief Executive Officer of the General Partner of ATS Andlauer Transportation Services Limited Partnership ("ATS Andlauer LP"). ATS is an open-ended trust that holds, indirectly, securities of ATS Andlauer LP.

Questions regarding the Offer, requests for copies of the Offer Documentation, or requests for assistance in depositing units pursuant to the Offer should be directed to Kingsdale Shareholder Services Inc., the information agent and depositary for the Offer at The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario M5X 1E2, North American Toll-Free Phone Number 1-877-749-9197 or at contactus@kingsdaleshareholder.com.

National Bank Financial is the financial adviser to AMG and the Offeror, with credit facilities for the Offer being provided by the National Bank of Canada. Ogilvy Renault LLP is legal counsel to AMG and the Offeror.

This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) is being made exclusively by means of, and subject to the terms and conditions set out in, the Offer Documentation. ATS unitholders should read these materials carefully because they contain important information, including the terms and conditions of the Offer.

Certain statements contained in this press release concerning AMG's and the Offeror's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of ATS are forward-looking statements. The words "believe", "expect", "intend", "may", "anticipate", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

These forward-looking statements are not based on historical facts, but rather on current expectations, assumptions and projections about future events including interest rates, expected growth, market conditions, business prospects and opportunities. While AMG and the Offeror consider these factors and assumptions to be reasonable based on information currently available, they may be proven to be incorrect.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, failure to satisfy the terms and conditions of the Offer; risks related to the structure of ATS and tax related risks; general economic conditions; the competitive environment; reliance on major customers and contract renewals; dependence on personnel; labour relations; insurance matters; reliance on information technology; reliance on third party transportation providers; exposure to litigation; weather conditions; the regulatory environment; environmental considerations; potential unknown liabilities; capital expenditures; leverage and restrictive covenants; availability of future financing; ability to sustain and manage growth; dependence on external funding sources; and liability and other claims asserted against ATS. A number of these risks, and additional risks, are described in ATS's Annual Information Form dated March 28, 2008 for the year-ended December 31, 2007, which is available for review at www.sedar.com. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

All of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments will be realized. Forward-looking statements are given only as at the date hereof and AMG and the Offeror disclaim any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Contact Information

  • Kingsdale Shareholder Services Inc.
    Carol Dixon
    Director, Operations & Client Management
    (416) 867-2333
    (416) 867-2271 (FAX)
    Email: cdixon@kingsdaleshareholder.com