BOUCHERVILLE, QUÉBEC--(Marketwired - March 1, 2016) - RONA inc. (TSX:RON)(TSX:RON.PR.A) ("RONA" or the "Corporation") announced today that it has filed its Management Proxy Circular (the "Circular") with securities regulatory authorities in each of the provinces of Canada in preparation for its special meeting of shareholders (the "Meeting") to be held on Thursday, March 31, 2016 at 10:30 a.m. (Montreal time) at Hotel Omni Mont-Royal, 1050 Sherbrooke Street West, Montreal, Québec, H3A 2R6, Canada. The Circular is available at www.rona.ca and www.sedar.com.
On February 25, 2016, the Québec Superior Court issued an interim order pursuant to which, among other things, RONA is authorized to hold and conduct the Meeting at which RONA common and preferred shareholders, voting separately, will be asked to approve the previously announced statutory arrangement under the Business Corporations Act (Québec) (the "Arrangement") involving RONA, Lowe's Companies, Inc. and its wholly-owned subsidiary, Lowe's Companies Canada, ULC, pursuant to the arrangement agreement entered into on February 2, 2016.
The Board of Directors of the Corporation has unanimously determined that the Arrangement is in the best interests of RONA and unanimously recommends, for the reasons set out in the Circular, that RONA common and preferred shareholders vote FOR the special resolutions to approve the Arrangement.
Shareholders of record on February 25, 2016 will receive notice of and be entitled to vote at the Meeting. The Circular, which shareholders are expected to receive in the coming days, provides information on, among other things, the Arrangement and voting procedures.
Completion of the Arrangement is conditional upon approval of at least 66 2/3% of the votes cast by the common shareholders at the Meeting and satisfaction of other customary conditions including regulatory approvals in Canada and the issuance of a final order by the Québec Superior Court. As described in further detail in the Circular, the implementation of the Arrangement is not conditional on its approval by preferred shareholders. It is expected that the Arrangement will be completed in the second half of 2016.
RONA has retained Kingsdale Shareholder Services to act as proxy solicitation agent and to respond to inquiries from shareholders. Kingsdale Shareholder Services may be contacted either (i) by email at contactus@kingsdaleshareholder.com, (ii) by toll-free telephone in North America at 1-866-851-2743 or call collect outside North America at 416-867-2272 or (iii) by mail at Kingsdale Shareholder Services, The Exchange Tower, 130 King Street West, Suite 2950, P.O. Box 361, Toronto, Ontario, M5X 1E2.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding the anticipated timing of the Meeting and the anticipated timing for completion and the outcome of the Arrangement, may constitute forward-looking statements within the meaning of the Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although the Corporation believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.
In respect of the forward-looking statements and information concerning the anticipated timing of the Meeting and the anticipated timing for completion and the outcome of the Arrangement, the Corporation has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, and shareholder approvals, including but not limited to the receipt of applicable foreign investment approval required in Canada; that the business of the Meeting concludes as anticipated; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement including that there be no material adverse effect and that registered holders of common shares shall not have exercised their rights to demand repurchase of their common shares with respect to more than 10% of the issued and outstanding common shares of the Corporation; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, such as the inability to secure the necessary shareholder, regulatory or court approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Forward-looking statements are provided for the purpose of assisting investors and others in understanding certain key elements of the Corporation's objectives, strategic priorities, management's current expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment as at and for, the periods ended on certain dates and the reader is cautioned that such statements may not be appropriate for other purposes. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the parties to obtain the necessary shareholder, regulatory and court approvals, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. For more information on the risks and uncertainties that could cause the Corporation's actual results to differ materially from current expectations, and about material factors or assumptions applied in making forward-looking statements, please also refer to the Corporation's public filings available at www.sedar.com. In particular, further details and descriptions of these and other factors are disclosed in the "Risks and uncertainties" section of the Corporation's Management's Discussion and Analysis for the fiscal year ended December 27, 2015.
The forward-looking statements in this press release reflect the Corporation's expectations as at March 1st, 2016, and are subject to change after this date. The Corporation expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by the applicable securities laws.
ABOUT RONA
RONA inc. is a major Canadian distributor and retailer of hardware, building materials and home renovation products. The Corporation operates a network of nearly 500 corporate and independent affiliate stores of complementary formats. With its nine distribution centers, RONA serves its own network as well as many independent dealers operating under different banners, including Ace, for which RONA owns the licensing rights and is the exclusive distributor in Canada. With the help of its nearly 22,000 employees, the Corporation generates annual consolidated sales of $4.2 billion. For more information, visit www.rona.ca.