BOUCHERVILLE, QUÉBEC--(Marketwired - March 31, 2016) - RONA inc. (TSX:RON)(TSX:RON.PR.A)(TSX:RON.PR.B) ("RONA" or the "Corporation") today announced that the holders of record of its common shares (the "Common Shareholders") have approved the statutory plan of arrangement at the special meeting held today pursuant to the arrangement agreement entered into on February 2, 2016 (the "Arrangement").
The Arrangement was approved by 99,92% of the 75,067,870 votes cast by Common Shareholders at the special meeting representing 70,22% of the total 106,904,501 common shares outstanding as at February 25, 2016, being the record date of the special meeting (the "Record Date").
"The vote of RONA common shareholders in favor of the transaction with Lowe's is an important step," said Robert Chevrier, Chairman of the Board of RONA. "We are now working to obtain approvals from Canadian regulatory authorities, namely the Competition Bureau and Investment Canada. Once all regulatory approvals are obtained, we will be able to complete the Arrangement."
Holders of record of RONA's Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares (the "Preferred Shareholders") did not approve the Arrangement, with 25.21% of the 2,968,029 votes cast by Preferred Shareholders voting in favor of the Arrangement, which required the approval of 66 2/3% of the votes cast by such shareholders. The votes cast by Preferred Shareholders represented 43.01% of the total 6,900,000 Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares outstanding as at the Record Date.
As previously announced, completion of the Arrangement is not conditional on approval by the Preferred Shareholders and, given that the requisite approval of the Preferred Shareholders was not obtained, RONA's Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares and Cumulative Floating Rate Series 7 Class A Preferred Shares (collectively, the "Preferred Shares") will be excluded from the Arrangement (including, for greater certainty, to remove the rights of the holders to demand repurchase of their Preferred Shares).
The completion of the Arrangement remains subject to the granting of the final order by the Québec Superior Court, the receipt of required regulatory approvals and the satisfaction or waiver of the other customary closing conditions.
Until completion of the Arrangement, RONA's common shares and the Preferred Shares will continue to be listed for trading on the Toronto Stock Exchange. Following completion of the Arrangement, the Preferred Shares will remain outstanding in accordance with their terms and will continue to be listed for trading on the Toronto Stock Exchange.
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 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 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 and court approvals, including but not limited to the receipt of applicable foreign investment approval required in Canada; 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 other expectations and assumptions concerning 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 regulatory and court approvals, including those noted above, 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 the date hereof, 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 retailer and distributor of hardware, building materials and home renovation products. The Corporation operates a network of close to 500 corporate and independent affiliate dealer stores in a number of complementary formats. With its nine distribution centres, RONA serves its network of stores and several independent dealers operating under other banners, including Ace, for which RONA owns the licensing rights and is the exclusive distributor in Canada. With more than 17,000 employees in corporate stores and more than 5,000 employees in the stores of its independent affiliate dealers, the Corporation generates annual consolidated sales of $4.2 billion. For more information, visit www.rona.ca.