Mr. Alain Bedard reports

TFI INTERNATIONAL AGREES TO ACQUIRE DASEKE FOR $8.30 IN CASH PER COMMON SHARE

TFI International Inc. has agreed to acquire Daseke Inc., one of the leading flatbed and specialized transportation and logistics companies in North America, for $8.30 in cash per common share. The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close during the second quarter of 2024. Management expects the transaction to be earnings-per-share neutral to TFI International in 2024, and accretive by at least 50 cents per share in 2025 based on current market conditions.

Daseke's operations include approximately 4,900 tractors, 11,000 flatbed and specialized trailers, and one million square feet of industrial warehousing space, offering comprehensive transportation and logistics solutions for major shippers. After the merger, Daseke will continue to operate its portfolio of brands as part of TFI's truckload segment. On a pro forma basis, the truckload segment is expected to generate approximately $3.6-billion (U.S.) in annual total revenue, operate one of the largest comprehensive truckload businesses in Canada and be one of the largest participants in the less-commoditized specialized equipment truckload marketplace in the United States. Over the medium term, TFI expects to evaluate the potential benefits of separating into two distinct public companies -- one comprising the truckload segment, and one comprising the less-than-truckload, package and courier, and logistics segments.

"This attractive acquisition is highly complementary to our existing operations and scales our truckload segment into a leading North American truckload transportation and logistics business. Daseke's deep expertise in servicing a broad portfolio of specialized and industrial end markets, such as high-security cargo, agriculture, manufacturing and construction, is critical given the relative strength of specialized market dynamics today. We extend a warm welcome to the Daseke team," stated Alain Bedard, chairman, president and chief executive officer of TFI International. "This acquisition also advances our strategic consideration of creating a unique opportunity for shareholders to separately invest in a specialized truckload business and in an LTL, P&C, and logistics business. Our immediate focus will be on improving Daseke's financial results, with the strategic consideration to follow and be ongoing."

About the transaction

The merger agreement has been unanimously approved by the boards of directors of TFI International and Daseke. The transaction is subject to approval of holders of a majority of the outstanding shares of Daseke common stock and other customary closing conditions, including regulatory approval. The closing is not conditioned on financing.

The total enterprise value of the transaction is approximately $1.1-billion, including the merger consideration for the common stock, retirement of Daseke's outstanding preferred stock, payoff or assumption of outstanding debt, net of cash, and estimated transaction fees and expenses. TFI International expects to finance the transaction using cash balances and available financing sources and expects to seek to retain in place certain of Daseke's existing equipment financing arrangements.

Adviser

Scudder Law Firm, PC, LLO, Lincoln, Neb., served as TFI International's legal adviser in connection with the transaction.

About TFI International Inc.

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

• Package and courier;
• Less-than-truckload;
• Truckload;
• Logistics.

We seek Safe Harbor.