Titanium Transportation Announces Strategic Acquisition of Brantford-Based Carrier Supporting Future Expansion
BOLTON, Ontario, Jan. 04, 2022 (GLOBE NEWSWIRE) — Titanium Transportation Group Inc. (“Titanium” or the “Company”) (TSXV:TTR), a leading provider of transportation and logistics services throughout North America, is pleased to announce it has completed the acquisition of Bert and Son’s Cartage Limited (“B&S Cartage”), based in Brantford, Ontario (the “Acquisition”).
“This Acquisition provides an exceptional opportunity for Titanium to further expand our platform to better serve our existing and new Canadian and U.S. cross-border customers in a high-growth market,” said Ted Daniel, President and CEO, Titanium Transportation. “B&S Cartage is a strategic fit for Titanium as its facilities, including warehousing and approximately eight acres of land, are less than one mile from Titanium’s existing Brantford terminal and other former ITS facilities. With these combined assets now secured, we have the geographic footprint and a permanent home to expand operations and support this growing market.”
Titanium first began operations in Brantford nearly 10 years ago and the area has become an important geographic and growth market for the Company.
Established in 1947, B&S Cartage has been a family operated business in Brantford for the last 75 years, specializing in truckload, warehousing, distribution, and specialized logistics solutions within Ontario as well as transborder to/from the United States, serving long-standing AAA+ quality customers across the retail, consumer goods, food and beverage, industrial and commercial supply sectors. B&S Cartage brings approximately 40 dedicated drivers and staff to the Titanium team. Additionally, Darin DeRosse and Michelle DeRosse, third generation owner-operators with deep expertise and customer relationships, will join the Titanium management team and become proud shareholders.
Ted Daniel added, “We are pleased to welcome the entire Bert and Son’s Cartage team to Titanium Transportation. Together we will drive the business forward, achieve operating synergies, maximize opportunities within our combined customer base and geographic footprint to expand our Canadian and U.S. cross border business, add future growth and create shareholder value.”
As partial consideration in connection with the Acquisition, 400,000 common shares of Titanium were issued (the “Consideration Shares”) at a deemed value of $3.75 per Consideration Share. The Consideration Shares are subject to contractual lock-up, and will be released as follows: (i) 75,000 Consideration Shares on June 30, 2022; (ii) 75,000 Consideration Shares on December 31, 2022; (iii) 50,000 Consideration Shares on June 30, 2023; (iv) 50,000 Consideration Shares on December 31, 2023; (v) 50,000 Consideration Shares on June 30, 2024; (vi) 50,000 Consideration Shares on December 31, 2024; and (vii) 50,000 Consideration Shares on June 30, 2025. Pursuant to applicable Canadian securities laws, the Consideration Shares are also subject to a hold period of four months and one day, expiring on May 5, 2022. The Acquisition remains subject to final approval of the TSX Venture Exchange. The Acquisition was completed today, January 4, with an effective closing date of January 1, 2022.
Titanium is a leading asset-based transportation and logistics company servicing Canada and the United States, with approximately 800 power units, 3,000 trailers and 1,100 employees and independent owner operators. Titanium provides truckload, dedicated, and cross-border trucking services, freight logistics, and warehousing and distribution to over 1,000 customers. In February 2021, Titanium completed its strategic acquisition of International Truckload Services Group, establishing Titanium among the largest Canadian transportation companies. Titanium is a recognized consolidator of asset-based transportation companies in Ontario, having completed eleven (11) asset-based trucking acquisitions since 2011. Titanium has also been ranked by Canadian Business (formerly PROFIT magazine) as one of Canada’s Fastest Growing Companies for twelve (12) consecutive years.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release constitute forward-looking information within the meaning of Canadian securities laws. Forward-looking statements are provided for the purposes of assisting the reader in understanding Titanium’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information may relate to Titanium’s future outlook and anticipated events, and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving Titanium. Particularly, statements regarding future acquisitions, the availability of credit, performance, achievements, prospects or opportunities for Titanium or the industry in which it operates are forward-looking statements. In some cases, forward-looking information can be identified by terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “seek”, “aim”, “estimate”, “target”, “project”, “predict”, “forecast”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts.
Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect.
The forward-looking statements made in this press release are dated, and relate only to events or information, as of the date of this press release. Except as specifically required by law, Titanium undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Titanium Transportation Group Inc.
Ted Daniel, CPA, CA
Chief Executive Officer