8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 26, 2014

Vitran Corporation Inc.

(Exact name of registrant as specified in its charter)

Ontario, Canada	001-32449	98-0358363
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

185 The West Mall, Suite 701, Toronto, Ontario, Canada	M9C 5L5
(Address of principal executive offices)	(Zip Code)

416-596-7664

Registrant’s telephone number, including area code

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

On March 26, 2014, TransForce Inc., a Canadian public company incorporated under the federal laws of the Canada (“TransForce”) completed the acquisition of Vitran Corporation Inc., an Ontario corporation (the “Company”) pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”). Under the Arrangement, 2400520 Ontario Inc. (the “Purchaser”), an indirect wholly-owned subsidiary of TransForce, acquired all of the issued and outstanding common shares of the Company (the “Common Shares”), other than Common Shares held by the Purchaser and any affiliate of the Purchaser, for consideration of US$6.50 in cash per share. The Arrangement was completed pursuant to an arrangement agreement dated December 30, 2013 among the Company, TransForce and the Purchaser (the “Arrangement Agreement”). Pursuant to the Arrangement, the Purchaser and the Company amalgamated to form an amalgamated company that continues to be called Vitran Corporation Inc. TransForce unconditionally guaranteed the obligations of the Purchaser under the Arrangement Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference.

The Arrangement was completed at 12:01 a.m. (EST) on March 26, 2014, the effective time of the Arrangement (the “Effective Time”). Pursuant to the Arrangement:

• each Common Share outstanding immediately prior to the Effective Time held by a shareholder of the Company (other than Common Shares held by dissenting shareholders who are entitled to receive fair value for the Common Shares held by them and other than those Common Shares held by the Purchaser and any affiliate of the Purchaser) was transferred to the Purchaser in exchange for the amount of US$6.50 for each one Common Share held (the “Acquisition Consideration”);

• certificates formerly representing Common Shares prior to the Effective Time (other than Common Shares held by the Purchaser or any affiliate thereof) ceased representing such securities and now represent only the right to receive the Acquisition Consideration therefor specified in the Arrangement, subject to compliance with the requirements set forth in the Arrangement; and

• the Purchaser and the Company amalgamated to form an amalgamated company that continues to be called “Vitran Corporation Inc.” and, for clarity, is referred to as “Amalco”.

The Arrangement Agreement was entered into pursuant to arms-length negotiations between the Company and TransForce that followed the entry into by the Company of an arrangement agreement dated December 9, 2013 (the “Manitoulin Arrangement Agreement”) with 2398946 Ontario Inc. and North Channel of Georgian Bay Holdings Ltd. (together, “Manitoulin Transport”). The Manitoulin Arrangement Agreement contemplated the acquisition by Manitoulin Transport of all of the issued and outstanding shares of the Company at a price of US$6.00 per share. Following the execution of the Manitoulin Arrangement Agreement, TransForce delivered an acquisition proposal to the Company and the board of directors concluded, after consulting with its legal advisors, financial advisors and senior management, including receiving the oral opinion of Stephens Inc. as its financial advisor, that the acquisition proposal was a “superior proposal”, as defined in the Manitoulin Arrangement Agreement. Accordingly, the Company terminated the Manitoulin Arrangement Agreement and entered into the Arrangement Agreement with TransForce on December 30, 2013. At the time of execution of the Arrangement Agreement and immediately prior to the Effective Time, TransForce beneficially owned, or controlled or directed, directly or indirectly, 3,278,232 Common Shares representing 19.91% of the then outstanding Common Shares. The Arrangement was approved at a meeting of shareholders of the Company held on March 5, 2014 by (i) a 66 2/3% majority of the shareholders of the Company, and (ii) a majority of disinterested shareholders of the Company, which disinterested shareholders excluded TransForce.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement as filed with the Company’s report on Form 8-K filed with the SEC on December 31, 2013, which exhibit is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and Items 2.01 and 3.03, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference.

On March 26, 2014, Amalco notified The NASDAQ Global Select Market (“NASDAQ”) of the completion of the Arrangement, and requested that trading in the Common Shares be suspended and that the Common Shares be withdrawn from listing on NASDAQ effective as of the close of trading on March 26, 2014. Amalco also requested that NASDAQ file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of the Common Stock from NASDAQ. The Common Shares were delisted effective as of the close of trading on March 26, 2014. The Form 25 was filed by the NASDAQ Stock Market LLC with the SEC on March 26, 2014.

Amalco intends to file a Form 15 with the SEC to terminate or suspend its reporting obligations under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 at the time such filing is permitted under SEC rules.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01 and 3.01, 5.01, 5.02 and 5.03 of this report is incorporated herein by reference.

As a result of the completion of the Arrangement, at the Effective Time:

• each Common Share outstanding immediately prior to the Effective Time held by a shareholder (other than Common Shares held by dissenting shareholders who are entitled to receive fair value for the Common Shares held by them and other than those held by the Purchaser and any affiliate of the Purchaser) was transferred by the holder thereof to the Purchaser in exchange for the Acquisition Consideration, and

• certificates formerly representing Common Shares prior to the Effective Time (other than Common Shares held by the Purchaser or any affiliate thereof) ceased representing such securities and represent only the right to receive the Acquisition Consideration therefor specified in the Arrangement, subject to compliance with the requirements set forth in the Arrangement.

The Vitran Shareholder Rights Plan has been terminated and is no further force and effect.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01 and 3.01, 3.03, 5.02 and 5.03 of this report is incorporated herein by reference.

On March 26, 2014, TransForce acquired control of all of the issued and outstanding Common Shares of the Company pursuant to the terms of the Arrangement Agreement and the Arrangement under which the Purchaser acquired, and amalgamated with, the Company to form Amalco. Amalco is an indirect wholly-owned subsidiary of TransForce.

The consideration paid by the Purchaser for the Common Shares pursuant to the Arrangement was funded through borrowings under TransForce’s general C$800 million credit facility (the “Credit Facility”) with a bank syndicate of 14 lenders led by National Bank Financial as Sole Bookrunner and Co-Lead Arranger, RBC Capital Markets and Bank of America Merrill Lynch in their capacity as co-lead arrangers and National Bank of Canada acting as Administrative Agent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in the Introductory Note and Items 2.01 and 3.01, 3.03, 5.01 and 5.03 of this report is incorporated herein by reference.

At the Effective Time, pursuant to the Arrangement, the following individuals ceased being directors of the Company:

• Richard D. McGraw

• William S. Deluce

• John R. Gossling

• Georges L. Hébert

• David S. McClimon

At the Effective Time, pursuant to the Arrangement, the following individuals became directors of Amalco:

• Josiane Langlois

• Chantal Martel

At the Effective Time, the following individuals ceased being officers of the Company:

• William S. Deluce

• Fayaz Suleman (as secretary only)

The following individuals were appointed as officers of Amalco following the Arrangement:

• Anthony Trichilo, 58 years old, Transportation company officer

• President of Amalco

• President of all Vitran subsidiaries

• Kelvin Kwan, 58 years old, Transportation company officer

• Vice President of Amalco

• Vice President of all Vitran subsidiaries

• Chantal Martel, LL.B., 47 years old

• Vice President of Amalco

• Vice President of TransForce and its subsidiaries;

• Josiane-Mélanie Langlois, LL.M, 40 years old

• Vice President and Secretary of Amalco

• Vice President and Secretary of TransForce and its subsidiaries

• Fayaz Suleman, 35 years old, Chartered Professional Accountant, Transportation company officer

• Chief Financial Officer of Amalco

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

The information set forth in the Introductory Note and Items 2.01 and 3.01, 3.03, 5.01 and 5.02 of this report is incorporated herein by reference.

On March 26, 2014, pursuant to the completion of the Arrangement, at the Effective Time, the articles of arrangement in respect of the Arrangement were deemed to be the articles of amalgamation of Amalco, and the bylaws of the Purchaser became the bylaws of Amalco, mutatis mutandis.

The articles of Amalco are filed as Exhibit 99.1 to this report on Form 8-K. The bylaws of Amalco are filed as Exhibit 99.2 to this report on Form 8-K.

Item 8.01 Other Events

Amalco issued a news release announcing completion of the Arrangement on March 26, 2014. A copy of the news release is attached as Exhibit 99.3 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Exhibit
99.1	Articles of Amalgamation of Amalco*
99.2	Bylaws of Amalco*
99.3	News release dated March 26, 2014*

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VITRAN CORPORATION INC.
DATE:	April 1, 2014	By:	/s/ FAYAZ D. SULEMAN
			Fayaz D. Suleman
			Vice President of Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

For Ministry Use Only À l’usage exclusif du ministère	Ontario Corporation Number Numéro de la société en Ontario
	478197

	Ministry of Government Services	Ministère des Services gouvernementaux
CERTIFICATE This is to certify that these articles are effective on		CERTIFICAT Ceci certifie que les présents statuts entrent en vigueur le	AMALGAMATION NUMBER 1910380
MARCH 26		MARS, 2014

Director / Directeur

Business Corporations Act / Loi sur les sociétés par actions

Form 8 Business Corporations Act Formule 8 Loi sur les sociétiés par actions	ARTICLES OF ARRANGEMENT STATUTS D’ARRANGEMENT
	1.	The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société : (Écrire en LETTRES MAJUSCULES SEULEMENT) :
	2.	The new name of the corporation if changed by the arrangement: (Set out in BLOCK CAPITAL LETTERS) Nouvelle dénomination sociale de la société si elle est modifiée par suite de l’arrangement : (Écrire en LETTRES MAJUSCULES SEULEMENT)
	3.	Date of incorporation/amalgamation: / Date de la constitution ou de la fusion :
		1981-04-29 Year, Month, Day / année, mois, jour
	4.	The arrangement has been approved by the shareholders of the corporation in accordance with section 182 of the Business Corporation Act. / Les actionnaires de la société ont approuvé l’arrangement conformément à l’article 182 de la Loi sur les sociétés par actions.
	5.	A copy of the arrangement is attached to these articles as Exhibit “A” / Une copie de l’arrangement constitute l’annexe «A».
	6.	The arrangement was approved by the court on / La cour a approuvé l’arrangement le
		2014-03-06 Year, Month, Day / année, mois, jour
		and a certified copy of the Order of the court is attached to these articles as Exhibit “B”. / Une copie certifiée conforme de l’ordonnance de la cour constitue l’annexe «B».
	7.	The terms and conditions to which the scheme is made subject by the Order have been complied with. Les conditions que l’ordonnance impose au projet d’arrangement ont été respectées. These articles are signed in duplicate. / Les présents statuts sont signés en double exemplaire.
		Vitran Corporation Inc.
		Name of Corporation Dénomination sociale de la société
	By/ Par:		Interim President & CEO
	Signature / Signature		Description of Office / Fonctions

07163 (2011/07) © Queen’s Printer for Ontario, 2011 / © Imprimeur de la Reine pour l’Ontario, 2011

Exhibit B

Court File No. CV-14-10423-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE	)	WEDNESDAY, THE 6TH
JUSTICE McEWEN	) )	DAY OF MARCH, 2014

VITRAN CORPORATION INC.

Applicant

IN THE MATTER OF AN APPLICATION BY VITRAN CORPORATION INC. UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, Ch. B.16, AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF VITRAN CORPORATION INC. INVOLVING ITS SHAREHOLDERS AND 2400520 ONTARIO INC.

FINAL ORDER

THIS APPLICATION made by the Applicant, Vitran Corporation Inc. (“Vitran”), for an order approving an arrangement proposed pursuant to section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, Ch. B.16 (the “OBCA”), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Notice of Application issued on January 27, 2014, the affidavit of William S. Deluce sworn January 28, 2014, the supplementary affidavit of William S. Deluce sworn March 5, 2014, together with the exhibits thereto, and the Interim Order of the Honourable Justice Thorburn dated February 3, 2014 (the “Interim Order”) and

ON HEARING the submissions of counsel for Vitran and counsel for 2400520 Ontario Inc. (the “Purchaser”), an indirect wholly-owned subsidiary of TransForce Inc., no one appearing for any other person, including any shareholder of Vitran, and having determined that the Arrangement, as described in the Plan of Arrangement attached as Schedule “A” to this order is an arrangement for the purposes of section 182 of the OBCA and is fair and reasonable in accordance with the requirements of that section.

1. THIS COURT ORDERS that the Arrangement, as described in the Plan of Arrangement attached as Schedule “A” to this order, shall be and is hereby approved.

2. THIS COURT ORDERS that the Applicant is authorized to take all steps and actions necessary or appropriate to implement the Arrangement and the transactions contemplated thereby in accordance with and subject to the terms of the Arrangement.

3. THIS COURT ORDERS that the Applicant shall be entitled to seek leave to vary this order upon such terms upon giving such notice as this Court may direct, to seek the advice and directions of this Court as to the implementation of this order, and to apply for such further order or orders as may be appropriate, upon such terms and upon the giving of such notice as this Court may direct.

THIS IS TO CERTIFY THAT THIS DOCUMENT, EACH PAGE OF WHICH IS STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE AT TORONTO, IS A TRUE COPY OF THE DOCUMENT ON FILE IN THIS OFFICE	LA PRÉSENT ATTEST QUE CE DOCUMENT, DONT CHACUNE DES PAGES EST RÉVETUE DU SCEAU DE LA COUR SUPÉRIEURE DE JUSTICE A TORONTO, EST UNE COPIE CONFORME DU DOCUMENT CONSERVÉ DANS CE BUREAU
DATED AT TORONTO THIS 6th DAY OF March 2014 FAIT À TORONTO LE                JOUR DE
REGISTRAR	GREFFIER

ENTERED AT / INSCRIT À TORONTO ON / BOOK NO: LE / DANS LE REGISTRE NO.:

MAR 06 2014

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SCHEDULE A

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE

BUSINESS CORPORATIONS ACT (ONTARIO)

Page 3

PLAN OF ARRANGEMENT UNDER SECTION 182

OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings. All other terms that are capitalized herein, and not otherwise defined in this Plan of Arrangement, shall have the meaning attributed to them in the Arrangement Agreement.

“Amalco” means the continuing corporation resulting from the amalgamation of Vitran and the Purchaser pursuant to subsection 2.2(i) of this Plan of Arrangement.

“Arrangement” means the arrangement under the provisions of Section 182 of the OBCA on the terms set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order (with the consent of Vitran and Purchaser, each acting reasonably).

“Arrangement Agreement” means the arrangement agreement dated December 30, 2013, among Purchaser, Parent and Vitran, as amended, supplemented and/or restated in accordance therewith prior to the Effective Date, providing for, among other things, the Arrangement.

“Arrangement Resolution” means the resolution of the Vitran Shareholders to be considered at the Vitran Meeting, approving the Arrangement.

“Articles of Arrangement” means the articles of arrangement of Vitran in respect of the Arrangement, to be filed with the Director after the Final Order is made.

“Business Day” means any day, other than a Saturday, a Sunday or a statutory holiday in Toronto, Ontario.

“Certificate” means the certificate of arrangement giving effect to the Arrangement, issued pursuant to Section 183 of the OBCA after the Articles of Arrangement have been filed.

“Common Shares” means the issued and outstanding Common Shares in the capital of Vitran.

“Consideration” has the meaning set out in Section 2.2(d).

“Court” means the Superior Court of Justice (Ontario).

“Depositary” means such trust company or other Person as may be appointed by Purchaser, from time to time, to act as depositary for the purpose of the Arrangement.

“Director” means the Director appointed pursuant to Section 278 of the OBCA.

“Dissent Rights” has the meaning ascribed thereto in Section 3.1.

“Dissenting Shareholders” means a Vitran Shareholder who exercises Dissent Rights.

“Effective Date” means the date shown on the Certificate.

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date.

“Final Order” means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed.

“Interim Order” means the interim order of the Court, as the same may be amended, in respect of the Arrangement, as contemplated by Section 7 of the Arrangement Agreement.

“Laws” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any governmental authority.

“Letter of Transmittal” means the letter(s) of transmittal for use by the Vitran Shareholders, in the form(s) accompanying the Vitran Proxy Circular.

“Liens” means all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges, claims or rights of third parties of any kind, including, without limitation, any option, agreement, right of first refusal or right of first offer or limitation on voting rights.

“OBCA” means the Business Corporations Act (Ontario) and the regulations thereunder, as in effect as of the date hereof and as may be amended from time to time prior to the Effective Time.

“Parent” means TransForce Inc., a corporation existing under the federal laws of Canada.

“Person” shall be broadly interpreted and includes any natural person, legal person, partnership, limited partnership, joint venture, unincorporated association or other organization, trust, trustee, executor, administrator or liquidator, regulatory body or agency, government or governmental agency, authority or entity, however designated or constituted and whether or not a legal entity.

“Purchaser” means 2400520 Ontario Inc., a corporation existing under the laws of the Province of Ontario.

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“Vitran” means Vitran Corporation Inc., a corporation existing under the laws of the Province of Ontario (Ontario Corporation Number: 478197).

“Vitran DSU Plan” means collectively, the Vitran DSU Plan for Directors and the Vitran DSU Plan for Senior Executives, adopted with effect from September 14, 2005 and January 1, 2006, respectively, each, as amended.

“Vitran DSUs” means the outstanding Deferred Stock Units (DSUs) issued pursuant to the Vitran DSU Plan.

“Vitran Incentive Plans” means collectively, the Vitran Stock Option Plan and the Vitran DSU Plan.

“Vitran Meeting” means the special meeting, including any adjournments or postponements thereof, of the Vitran Shareholders to be held, among other things, to consider and, if deemed advisable, to approve the Arrangement.

“Vitran Options” means the outstanding options to purchase Common Shares issued pursuant to the Vitran Stock Option Plan.

“Vitran Optionholders” means, at any time, the holders of Vitran Options, at such time.

“Vitran Proxy Circular” means the management information circular to be prepared by Vitran in respect of the Vitran Meeting.

“Vitran Securities” means collectively, Common Shares, Vitran Options, Vitran DSUs and any other shares or securities of any nature heretofore issued by Vitran from time to time.

“Vitran Securityholders” means collectively, at any time, the Vitran Shareholders, the Vitran Optionholders and the holders of Vitran DSUs at such time.

“Vitran Shareholder Rights Plan” means Vitran’s shareholder rights plan agreement dated November 4, 2013 between Vitran and Computershare Trust Company of Canada, as amended, supplemented and/or restated from time to time.

“Vitran Shareholders” means, at any time, the holders of Common Shares at such time.

“Vitran Stock Option Plan” means the Amended and Restated Vitran Stock Option Plan dated March 18, 2013, as amended.

Section 1.2 Sections and Headings

The division of this Plan of Arrangement into sections and the insertion of headings are for reference purposes only and shall not affect the interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to a section or an exhibit refers to the specified section of or exhibit to this Plan of Arrangement.

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Section 1.3 Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular number include the plural and vice versa and words importing any gender include all genders.

Section 1.4 Currency

Except as expressly indicated otherwise, all sums of money referred to in this Plan of Arrangement are expressed and shall be payable in United States Dollars.

Section 1.5 Time

Time shall be of the essence in each and every matter or thing herein provided. Unless otherwise indicated, all times expressed herein are local time in Toronto, Ontario.

Section 1.6 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

ARTICLE 2

ARRANGEMENT

Section 2.1 Binding Effect

This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) Vitran, (ii) Purchaser, and (iii) all Vitran Securityholders.

Section 2.2 Arrangement

Commencing at the Effective Time, the following shall occur and shall be deemed to occur in the following order without any further act or formality:

(a) Vitran Shareholder Rights Plan. The Vitran Shareholder Rights Plan shall be terminated (and all rights issued thereunder shall expire) and shall be of no further force or effect.

(b) Dissenting Shareholders. Each Common Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof to Purchaser, without any further act or formality on its part, free and clear of all Liens, in consideration for the fair value for each such Common Share held by such holder as determined and payable in accordance with Article 3 of this Plan of Arrangement. The holders of such Common Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to acquire or transfer such Common Shares in accordance with this Section 2.2(b) and the name of such holders will be

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removed from the register of holders of Common Shares. Purchaser will be deemed to be the legal and beneficial owner of such Common Shares free and clear of all Liens, at the Effective Time and will be recorded as the registered holder of the Common Shares so transferred.

(c) Vitran Options. Holders of Vitran Options which are outstanding and have an exercise price less than the amount of the Consideration immediately prior to the Effective Time will be entitled to receive an amount per Vitran Option equal to the difference between the Consideration and the exercise price in respect of such Vitran Options (less applicable withholdings) and such Vitran Options will be cancelled at the Effective Time. All other Vitran Options will be cancelled at the Effective Time, without any payment in respect thereof.

(d) Common Shares. Each Common Share outstanding immediately prior to the Effective Time held by a Vitran Shareholder (other than those held by Dissenting Shareholders who are entitled to receive fair value for the Common Shares held by them and other than those held by Purchaser and any Affiliate of Purchaser), shall be transferred by the holder thereof to Purchaser in exchange for the amount of USD$6.50 for each one Common Share held (the “Consideration”). The holders of such Common Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to acquire or transfer such Common Shares in accordance with this Section 2.2(d) and the name of such holders will be removed from the register of holders of Common Shares of Vitran. Purchaser will be deemed to be the legal and beneficial owner of such Common Shares free and clear of all Liens, at the Effective Time and will be recorded as the registered holder of the Common Shares so transferred.

(e) Vitran DSUs. Holders of Vitran DSUs which are outstanding immediately prior to the Effective Time will be entitled to receive an amount per Vitran DSU equal to the Consideration (less applicable withholdings) and such Vitran DSUs will be cancelled at the Effective Time.

(f) Other Vitran Securities. Any and all other Vitran Securities that represent or that may be exercised for, or converted into, shares or other securities of Vitran shall be fully and finally cancelled and terminated at the Effective Time, and the holders thereof shall have no further rights or entitlements thereunder.

(g) Vitran Incentive Plans. The Vitran Incentive Plans shall be terminated (and all rights issued thereunder shall expire) at the Effective Time and shall be of no further force or effect.

(h) Tax Election. Vitran shall make an election to cease to be a “public corporation” under s. 89(1) of the Income Tax Act (Canada). For greater certainty, such election shall be deemed to have been made prior to the amalgamation of Vitran and Purchaser described in Section 2.2(i).

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(i) Amalgamation. Vitran and Purchaser shall be amalgamated and continued as one corporation under the OBCA to form Amalco in accordance with the following:

(i) Name. The name of Amalco shall be “Vitran Corporation Inc.”;

(ii) Registered Office. The registered office of Amalco shall be located at Bay Adelaide Centre, 333 Bay Street, Suite 2900, Toronto, Ontario M5H 2T4;

(iii) Share Provisions. Amalco shall be authorized to issue an unlimited number of common shares without nominal or par value to which shares shall be attached the following rights (i) to vote at any meeting of shareholders of Amalco; (ii) to receive any dividend declared by Amalco; and (iii) to receive the remaining property of Amalco upon dissolution;

(iv) Restrictions on Share Transfers. None;

(v) Other Provisions. The other provisions forming part of the Articles of Amalco shall be those of Purchaser, mutatis mutandis;

(vi) Directors. (A) directors of Amalco shall, until otherwise changed in accordance with the OBCA, consist of a minimum number of one director and a maximum number of ten directors; (B) the number of directors on the board of directors of Amalco shall initially be set at two; and (C) the initial directors of Amalco immediately following the amalgamation shall be:

Name	Address for Service	Resident Canadian?
Josiane Langlois	Bay Adelaide Centre 333 Bay Street, Suite 2900 Toronto, Ontario M5H 2T4	Yes
Chantal Martel	Bay Adelaide Centre 333 Bay Street, Suite 2900 Toronto, Ontario M5H 2T4	Yes

(vii) Business and Powers. There shall be no restrictions on the business Amalco may carry on or on the powers it may exercise;

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(viii) Stated Capital. The aggregate stated capital of Amalco will be an amount equal to the paid up capital for the purposes of the Tax Act of the common shares in the capital of Purchaser immediately before the amalgamation;

(ix) By-laws. The by-laws of Amalco shall be the by-laws of the Purchaser, mutatis mutandis;

(x) Effect of Amalgamation. The provisions of Section 179 of the OBCA shall apply to the amalgamation;

(xi) Articles. The Articles of Arrangement, filed to give effect to the Arrangement shall be deemed to be the articles of amalgamation of Amalco and the Certificate issued in respect of such Articles of Arrangement by the Director under the OBCA shall be deemed to be the certificate of amalgamation of Amalco; and

(xii) Effect of Amalgamation on Vitran Securities. On the amalgamation:

(A) each issued and outstanding Common Share shall be cancelled without any repayment of capital; and

(B) each issued and outstanding common share in the capital of Purchaser shall survive and continue as one (1) common share in the capital of Amalco.

ARTICLE 3

RIGHTS OF DISSENT

Section 3.1 Rights of Dissent

Holders of Common Shares may exercise rights of dissent with respect to such Common Shares pursuant to and in the manner set forth in Section 185 of the OBCA and this Section 3.1 (the “Dissent Rights”) in connection with the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by Vitran not later than 5:00 p.m. (Toronto time) on the second Business Day preceding the Vitran Meeting. Holders of the Common Shares who duly exercise such rights of dissent and who:

(a) are ultimately determined to be entitled to be paid fair value for their Common Shares shall be deemed to have transferred such Common Shares to Purchaser in accordance with Section 2.2(b) hereof to the extent the fair value therefor is paid by Vitran and will not be entitled to any other payment or consideration; or

(b) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Common Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and shall receive the Consideration from Purchaser on the basis determined in accordance with Section 2.2(d) hereof,

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but in no case shall Vitran, Purchaser or any other Person be required to recognize such holders as holders of Common Shares after the Effective Time, and the names of such holders of Common Shares shall be deleted from the registers of holders of Common Shares at the Effective Time.

ARTICLE 4

CERTIFICATES

Section 4.1 Common Shares, Vitran Options and Vitran DSUs

(a) Prior to the Effective Date, Purchaser will deposit with the Depositary cash in an amount equal to the aggregate Consideration to be received by Vitran Shareholders pursuant to Section 2.2 hereof payable in accordance with the provisions of Article 2 hereof.

(b) As soon as practicable after the Effective Date, upon a Vitran Shareholder depositing with the Depositary certificates representing Common Shares accompanied by a duly-completed and executed Letter of Transmittal and such other documents and instruments as the Depositary may reasonably require, Purchaser shall cause the Depositary to deliver, to the applicable Vitran Shareholder in accordance with the Letter of Transmittal, a cheque representing the amount of Consideration such Vitran Shareholder is entitled to receive as specified in Section 2.2 in accordance with the terms of the Arrangement, less applicable withholdings.

(c) On the Effective Date, Purchaser shall deliver, to the applicable Vitran Optionholder and holder of Vitran DSUs, a cheque representing the amount of Consideration such Vitran Optionholder or holder of Vitran DSUs is entitled to receive as specified in Section 2.2 in accordance with the terms of the Arrangement, less applicable withholdings.

(d) On and after the Effective Time, certificates formerly representing Common Shares, Vitran Options and Vitran DSUs prior to the Effective Time (other than Common Shares held by Purchaser or any Affiliate thereof) shall cease to represent such securities and shall represent only the right to receive the Consideration therefor specified in Section 2.2 in accordance with the terms of the Arrangement, subject to compliance with the requirements set forth in this Article 4.

Section 4.2 Other Vitran Securities

At the Effective Time, each and every certificate, document, agreement or other instrument, if any, formerly representing any and all other Vitran Securities that represent or may be exercised for, or converted into, shares or other securities of Vitran shall be and shall be deemed to be cancelled, void and of no further force and effect without any further authorization, act or formality.

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Section 4.3 Lost Certificates

If any certificate which immediately prior to the Effective Time represented outstanding Common Shares that were exchanged pursuant to Article 2 hereof, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary will, subject to the terms hereof, issue in exchange for such lost, stolen or destroyed certificate, a cheque representing the amount of Consideration such Vitran Shareholder is entitled to in accordance with the terms of the Arrangement, less applicable withholdings. When authorizing, such issuance in exchange for any lost, stolen or destroyed certificate, the Person to whom such cheque is to be issued shall, as a condition precedent to the issuance thereof, give a bond satisfactory to the Depositary and Purchaser in such sum as Purchaser may reasonably direct or otherwise indemnify the Depositary, Vitran and Purchaser in a manner satisfactory to them against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.4 Unclaimed Certificates

Notwithstanding any of the other provisions hereof, any certificate which immediately prior to the Effective Time represented outstanding Common Shares (other than Common Shares held by Purchaser or any Affiliate thereof) that has not been surrendered with all other documents and instruments required by this Article 4 on or prior to the sixth anniversary of the Effective Date, shall cease to represent a claim or interest of any kind or nature against Vitran or Purchaser and the right of such Vitran Shareholder to receive payment of Consideration therefor, shall, on the sixth anniversary of the Effective Date, be deemed to have been surrendered and forfeited to Purchaser, together with all entitlements to dividends, distributions and any interest thereon held for such former Vitran Shareholder, for no consideration.

Section 4.5 Withholding Rights

Purchaser and the Depositary shall be entitled to deduct and withhold from any consideration payable to any Vitran Securityholder pursuant to Section 2.2 hereof, such amounts as Purchaser or the Depositary is required to deduct and withhold with respect to such payment under applicable Laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Vitran Securityholder in respect of which such deduction and withholding was made.

ARTICLE 5

AMENDMENTS

Section 5.1 Amendments to Plan of Arrangement

(a) Vitran reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective

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Date, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by Purchaser, (iii) filed with the Court and, if made following the Vitran Meeting, approved by the Court and (iv) communicated to the affected Vitran Shareholders.

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Vitran at any time prior to the Vitran Meeting (provided that Purchaser shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Vitran Shareholders voting at the Vitran Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Vitran Meeting shall be effective only if (i) it is consented to by each of Vitran and Purchaser and (ii) if required by the Court, it is communicated to or consented to by the Vitran Shareholders.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by Purchaser and Vitran, provided that it concerns a matter which, in the reasonable opinion of Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Vitran Securityholder.

(e) Notwithstanding the foregoing provisions of this Section 5.1, no amendment, modification or supplement to this Plan of Arrangement may be made prior to the Effective Time except in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

FURTHER ASSURANCES

Section 6.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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IN THE MATTER OF AN APPLICATION BY VITRAN CORPORATION INC. UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, Ch. B.16, AS AMENDED	Court File No. CV-14-10423-00CL
AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF VITRAN CORPORATION INC. INVOLVING ITS SHAREHOLDERS AND 2400520 ONTARIO INC.
	ONTARIO SUPERIOR COURT OF JUSTICE Proceeding commenced at Toronto
	FINAL ORDER
	MCMILLAN LLP
	Brookfield Place
	181 Bay Street, Suite 4400
	Toronto, ON, M5J 2T3
	Brett Harrison LSUC#: 44336A
	Tel: 416-865-7932
	Fax: 416-865-7048
	Lawyers for Vitran Corporation Inc.

EX-99.2

Exhibit 99.2

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of 2400520 ONTARIO INC., a corporation incorporated under the laws of the Province of Ontario.

BE IT ENACTED AND IT IS HEREBY ENACTED a by-law of 2400520 ONTARIO INC. (hereinafter called the “Corporation”) as follows:

DIRECTORS

1. Quorum. A majority of the number of authorized directors shall constitute a quorum for the transaction of business at any meeting of directors, provided that if there is only one director, that director shall constitute a quorum and if there are two directors, both must be present to constitute a quorum.

2. Meetings. Meetings of directors and of any committee of directors may be held at any place within or outside Ontario and in any financial year a majority of the meetings of the board of directors need not be held at a place within Canada.

The Chair of the Board, if any, the President or any director of the Corporation may call a meeting of directors at such time and place as they may determine.

Notice of a meeting of directors shall be sent to each director not less than 48 hours before the time of the meeting; provided that meetings of the directors may be held at any time without notice if all the directors are present or if all the absent directors have waived notice. Notice of any meeting of directors or any irregularity in any meeting or in the notice thereof may be waived by any director before, during or after the meeting.

For the first meeting of directors to be held following the election of directors at a meeting of the shareholders, no notice of such meeting need be given in order for the meeting to be duly constituted, provided a quorum of the directors is present.

3. Voting. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting shall not have a second or casting vote in addition to his or her original vote.

OFFICERS

4. Appointment of officers. The directors shall annually, or as often as may be required, designate such offices of the Corporation and appoint such officers as they may consider advisable. None of such officers, other than the Chair of the Board, if any, need be a director of the Corporation.

5. Duties of officers. The officers shall perform such duties as may be specified from time to time by the directors, or pursuant to a delegation of authority from the directors.

6. Removal of officers. All officers shall be subject to removal by the directors at any time, with or without cause.

SHAREHOLDERS

7. Meetings by telephonic or electronic means. If all the shareholders present at or participating in the meeting consent and if the Business Corporations Act, R.S.O. 1990, c. B-16 (the “Act”) so permits, any or all of the shareholders may participate in a meeting of the shareholders by means of such telephonic, electronic or other communications facilities as to permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and any shareholder participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the shareholders while such individual(s) continue to be a shareholder.

8. Votes. Every question submitted to any meeting of shareholders shall be decided in the first instance on a show of hands and, in case of an equality of votes, the chair of the meeting shall both on a show of hands and at a poll have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder or proxy nominee.

For the purposes of subsection 100(2) of the Act, a shareholder whose name appears on a list prepared under subsection 100(1) of the Act is entitled to vote the shares shown opposite the shareholder’s name at the meeting to which the list relates.

9. Quorum. A quorum for any meeting of shareholders shall be one or more persons present and holding or representing by proxy not less than 25 per cent of the total number of the issued shares of the Corporation for the time being enjoying voting rights at such meeting.

GENERAL

10. Limitation of liability. No director, officer or employee shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error in judgment or oversight on such person’s part, or for any other loss, damage or misfortune

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whatever which shall happen in the execution of the duties of his or her office or employment or in relation thereto, unless the same are occasioned by such person’s own negligence or wilful default; provided that nothing herein shall relieve any director, officer or employee from the duty to act in accordance with the Act or from liability for any breach thereof.

11. Indemnification. The Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity provided:

(a) the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interest of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds to believe that the individual’s conduct was lawful.

The Corporation shall advance moneys to an individual referred to in the above paragraph for the reasonable costs, charges and expenses incurred by such individual in connection with a proceeding referred to in the above paragraph. Such individual shall repay the moneys advanced by the Corporation if such individual does not fulfil the conditions set out in paragraphs (a) and (b) above.

The Corporation is authorized to enter into agreements evidencing its indemnity in favour of the foregoing individuals to the full extent permitted by law and may purchase and maintain insurance against the risk of its liability to indemnify pursuant to this provision.

12. Voting securities in other issuers. All securities of any other body corporate or issuer of securities held from time to time by the Corporation may be voted at all meetings of shareholders, bondholders, debenture holders or holders of such securities, as the case may be, of such other body corporate or issuer and in such manner and by such person or persons as the directors of the Corporation shall from time to time determine.

13. Execution of contracts, etc. Contracts, documents or other instruments in writing requiring execution by the Corporation may be signed by any director or officer and all contracts, documents or other instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. Notwithstanding this provision, the directors are authorized from time to time, by resolution, to appoint any officer or officers, director or directors, or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

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14. Financial year. The financial year of the Corporation shall terminate on such day in each year as the directors may from time to time by resolution determine.

15. Banking arrangements. The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations and under such agreements, instructions and delegations of powers as the board, or the chair, president, chief financial officer or any executive vice-president and any one other officer, may from time to time prescribe, and the foregoing persons shall have the authority to appoint bankers, authorize facsimile signatures on cheques, authorize signing officers to sign, endorse or deposit cheques, bills of exchange and similar documents, and attend to any other matters related to the Corporation’s dealings with its bankers.

16. Effective date. This by-law shall become effective immediately upon its enactment by the directors, but is subject to confirmation or rejection at the next meeting of shareholders.

The undersigned certifies that the foregoing by-law was enacted by all the directors of the Corporation and confirmed by the sole shareholder of the Corporation entitled to vote at a meeting of shareholders on the 18^th day of December, 2013.

Dated this 18^th day of December, 2013.

Josiane-Mélanie Langlois

Secretary

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EX-99.3

Exhibit 99.3

For Immediate Release

TransForce Completes Acquisition of Vitran

TORONTO, Ontario, March 26, 2014 – TransForce Inc. (“TransForce”) (TSX: TFI, OTCQX:TFIFF), a North American leader in the transportation and logistics industry, and Vitran Corporation Inc. (“Vitran”) (NASDAQ: VTNC) (TSX: VTN), a premier Canadian less-than-truckload (“LTL”) transportation firm, are pleased to announce that the previously announced acquisition of Vitran by TransForce by way of plan of arrangement (the “Arrangement”) has been completed. Under the Arrangement, 2400520 Ontario Inc. (the “Purchaser”), an indirect wholly-owned subsidiary of TransForce, acquired all of the issued and outstanding common shares of Vitran, other than common shares of Vitran held by the Purchaser and any affiliate of the Purchaser, for consideration of US$6.50 in cash per share.

“The acquisition of Vitran will further enhance our density in the Canadian LTL market and provide synergies going forward. Vitran will remain a standalone entity, under the leadership of Tony Trichilo, within the TransForce group of companies. We are looking forward to leveraging the strengths of the two companies to the benefit of our customers and shareholders. I would like to welcome all Vitran employees and management to the TransForce team,” said Alain Bédard, Chairman, President and Chief Executive Officer of TransForce.

It is anticipated that the common shares of Vitran will be delisted from NASDAQ before the market opens on March 27, 2014, and will be delisted from the TSX at the close of business on or about March 28, 2014.

Further information about the Arrangement is set out in Vitran’s management information circular dated February 3, 2014 which is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

ABOUT TRANSFORCE

TransForce Inc. is a North American leader in the transportation and logistics industry operating across Canada and the United States through its subsidiaries. TransForce creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned, operating subsidiaries. Under the TransForce umbrella, companies benefit from corporate financial and operational resources to build their businesses and increase their efficiency. TransForce companies service the following segments:

• Package and Courier;

• Less-Than-Truckload;

• Truckload, which includes specialized truckload and dedicated services;

• Specialized Services, which includes waste management, logistics services and services to the energy sector.

TransForce Inc. is publicly traded on the Toronto Stock Exchange (TSX: TFI) and the OTCQX marketplace in the U.S. (OTCQX: TFIFF). For more information, visit http://www.transforcecompany.com.

ABOUT VITRAN CORPORATION INC.

Vitran Corporation Inc., through its wholly-owned subsidiaries, is a group of transportation companies offering national, regional, expedited and transborder less-than-truckload services throughout Canada. To find out more about Vitran Corporation Inc. (NASDAQ:VTNC, TSX:VTN), visit the website at www.vitran.com.

FORWARD-LOOKING STATEMENTS

Except for historical information provided herein, this press release may contain information and statements of a forward-looking nature concerning the future performance of TransForce. These statements are based on suppositions and uncertainties as well as on management’s best possible evaluation of future events. Such factors may include, without excluding other considerations, fluctuations in quarterly results, evolution in customer demand for TransForce’s products and

services, the impact of price pressures exerted by competitors, and general market trends or economic changes. As a result, readers are advised that actual results may differ from expected results. No assurance can be given that any events anticipated by the forward-looking information or statements will transpire or occur, or if any of them do so, what benefits that TransForce will derive therefrom. In particular, no assurance can be given as to the benefits that TransForce will derive from the acquisition of Vitran Corporation Inc.

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For further information:
Investors:	Media:
Alain Bédard	Rick Leckner
Chairman, President and CEO	MaisonBrison Communications
TransForce Inc.	(514) 731-0000
(647) 729-4079	rickl@maisonbrison.com
abedard@transforcecompany.com