- Increase in offer price to $7.41, representing a 34% premium to the unaffected share price of the Company
- Increased offer price in excess of the mid-point of the independent formal valuation range
- Revised offer receives unanimous support from the Special Committee and the Board
- Voting support agreements from over 32% of outstanding shares in favour of the transaction, including from founder and long-time former Board member Derek Stimson
- Shareholders are urged to vote before the December 15th deadline
Calgary, Alberta--(Newsfile Corp. - December 10, 2020) - Rocky Mountain Dealerships Inc. (TSX: RME) ("RME" or the "Company") announces that 2223890 Alberta Ltd. ("AcquireCo") has agreed to increase the cash purchase price for all of RME's issued and outstanding common shares (the "RME Shares"), other than certain shares held by an interested party (the "Excluded Shareholder"), pursuant to the previously announced go-private transaction (the "Proposed Transaction") from $7.00 to $7.41 per RME Share.
RME and AcquireCo have amended the arrangement agreement dated November 1, 2020 (the "Arrangement Agreement") to reflect this increased consideration, which values RME at $144 million on an equity basis and at $195 million on an enterprise basis, including debt (net of cash) and lease obligations, and excluding floor plan payables.
The increased purchase price represents a 34.2% premium to the closing share price of the RME Shares on October 30, 2020, the last trading day prior to announcement of the Proposed Transaction, and a 33.2% premium to the 20-day volume-weighted average price of the RME Shares for the period ended October 30, 2020. Further, the increased purchase price is above the mid-point of the fair market value range of $6.85 to $7.90 per RME Share determined by Deloitte LLP pursuant to its independent formal valuation of the RME Shares in accordance with Multilateral Instrument 61‐101 as at October 31, 2020.
Voting Support Agreements
The amendment to the Arrangement Agreement results from discussions between AcquireCo and certain securityholders of RME, including Derek Stimson, a former long-time director of RME who beneficially owns or has control or direction over 1,853,603 RME Shares, or approximately 9.6% of the outstanding RME Shares. Mr. Stimson has entered into a voting support agreement with AcquireCo pursuant to which he has agreed to vote his RME Shares in favour of the Proposed Transaction at the special meeting of holders of RME Shares ("RME Shareholders") scheduled to be conducted virtually on Thursday, December 17, 2020 (the "Special Meeting").
Matthew Campbell, Chairman of the board of directors of RME and principal of AcquireCo, commented: "We are delighted to receive Derek Stimson's support for the Proposed Transaction. Mr. Stimson has been a key contributor to RME's accomplishments since its formation and we continue to value our relationship with him."
AcquireCo has also entered into a voting support agreement with Polar Asset Management Partners Inc., which beneficially owns or has control or direction over 1,707,961 RME Shares, or approximately 8.9% of the outstanding RME Shares, pursuant to which Polar Asset Management Partners Inc. has also agreed to vote its RME Shares in favour of the Proposed Transaction at the Special Meeting.
Including directors and officers of RME (including Matthew Campbell and Garrett Ganden (the "Participating Shareholders"), who control AcquireCo) who previously executed voting support agreements, RME Shareholders who collectively own or exercise control or direction over approximately 32.1% of the outstanding RME Shares have now entered into voting support agreements with AcquireCo pursuant to which they have agreed to vote their RME Shares in favour of the Proposed Transaction.
Board Recommendation
The board of directors of RME, on the unanimous recommendation of the independent Special Committee, approved the Arrangement Agreement and the amendment to the Arrangement Agreement and unanimously recommends that RME Shareholders vote FOR the Proposed Transaction at the Special Meeting.
Special Meeting of RME Shareholders
The amendment to the Arrangement Agreement will not impact the timeline to hold the Special Meeting to consider the Proposed Transaction, which is scheduled to be held on December 17, 2020, or the anticipated timing for completion of the Proposed Transaction, which is anticipated to occur on December 21, 2020, subject to satisfaction of the remaining closing conditions.
RME Shareholders are reminded that the deadline to vote by proxy is fast approaching. RME Shareholders must submit their proxy votes by no later than 10:00 a.m. (Calgary time) on December 15, 2020.
Your Vote is Important - Vote Today
To ensure your votes are received by the proxy deadline, votes by proxy can be submitted electronically or by telephone, as further described in the management information circular of RME dated November 19, 2020 (the "Circular"), a copy of which is available on SEDAR at www.sedar.com.
RME Shareholders who previously submitted a proxy and wish to revoke their proxy should refer to the Circular for instructions or contact RME's proxy solicitation agent, Laurel Hill Advisory Group, at the contact information set out below for assistance.
The Special Meeting will be held via live webcast at:
www.virtualshareholdermeeting.com/RCKXF2020.
For Questions or Voting Assistance Contact RME's Proxy Solicitation Agent:
Laurel Hill Advisory Group
North American Toll-Free: 1-877-452-7184 (1-416-304-0211 outside North America)
Email: assistance@laurelhill.com
Further details regarding the Proposed Transaction are described in the Circular. Additionally, a copy of the amending agreement to the Arrangement Agreement will shortly be filed and available under RME's profile on SEDAR at www.sedar.com. The amendment to the Arrangement Agreement includes an updated version of the plan of arrangement, which reflects: (i) the increased cash consideration per RME Share, and (ii) technical changes to the number of consideration shares of AcquireCo being issued to the Excluded Shareholder as a result of the increased consideration, which changes do not impact RME Shareholders. Pursuant to provisions of the interim order granted by the Alberta Court of Queen's Bench on November 18, 2020, the information circular, form of proxy and other meeting materials shall be deemed to be amended to reflect the amended terms set out in this press release.
Early Warning Disclosure
The following disclosure is provided pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") by Matthew Campbell regarding the acquisition of RME Shares pursuant to the Proposed Transaction.
Pursuant to the Arrangement Agreement, AcquireCo has agreed to acquire all of the issued and outstanding RME Shares, on and subject to the terms set forth in the Arrangement Agreement, as amended by the amending agreement dated December 10, 2020. The RME Shares (other than 2,000,000 RME Shares indirectly owned by Matthew Campbell) will be acquired at a price of $7.41 per RME Share pursuant to the Proposed Transaction or approximately $127.9 million in the aggregate.
AcquireCo was formed under the laws of Alberta as an acquisition vehicle for the Proposed Transaction, and is under the control and direction of Matthew Campbell, who is the Chairman of the Board of Directors of RME, and Garrett Ganden, who is the President and Chief Executive Officer of RME.
Immediately prior to execution of the amending agreement, Matthew Campbell owned, or exercised control or direction over, directly or indirectly, an aggregate of 2,331,369 RME Shares, representing approximately 12.1% of the total number of issued and outstanding RME Shares.
Upon completion of the Proposed Transaction, Matthew Campbell will, through AcquireCo, own, control and direct an aggregate of 19,256,838 RME Shares, representing 100% of the total number of issued and outstanding RME Shares.
Matthew Campbell and his joint actors, AcquireCo and Garrett Ganden, intend to pursue the acquisition of all of the issued and outstanding RME Shares pursuant to the Proposed Transaction. Upon closing of the Proposed Transaction, it is expected that all of the directors other than Matthew Campbell and Garrett Ganden will resign from the board of directors of RME and RME will amalgamate with AcquireCo and RME's subsidiaries, Rocky Mountain Dealer Acquisition Corp. and Rocky Mountain Equipment Canada Ltd. AcquireCo intends to cause the RME Shares to cease to be listed on the Toronto Stock Exchange and to cause RME to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate RME's public reporting requirements. RME is soliciting proxies from securityholders in connection with the Proposed Transaction.
The Early Warning Report is being filed as an amendment to the early warning report filed on November 2, 2020, to update such report for the change in material fact arising from the events as described above. For further information or to obtain a copy of the Early Warning Report, please contact Matthew Campbell c/o Osler, Hoskin & Harcourt LLP, Suite 2700, 225 - 6th Avenue SW, Calgary, Alberta T2P 1N2, Attention: Robert A. Lehodey, Q.C., Tel: 403 260-7000.
About Rocky Mountain Dealerships Inc. (TSX: RME)
RME is Canada's largest agriculture equipment dealer with branches located throughout Alberta, Saskatchewan, and Manitoba. Through its dealer network, RME sells, rents, and leases new and used agriculture equipment and offers product support and finance to its customers.
Additional information about RME is available at www.rockymtn.com and on SEDAR at www.sedar.com.
For investor and media inquiries please contact:
Jerry Schiefelbein
403-214-5639
jschiefelbein@rockymtn.com
Reader Advisory
All references to "$" are to Canadian dollars, unless otherwise indicated.
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward-looking statements and information concerning: completion of the Proposed Transaction and the timing thereof; the holding and timing of, and matters to be considered at the special meeting of holders of RME Shares in connection with the Proposed Transaction as well as with respect to voting at such special meeting; expectations regarding the resignations of the directors of RME and the amalgamation of RME in connection with the Proposed Transaction; anticipated timing for de-listing the common shares of the Company from the Toronto Stock Exchange; and submission of an application for the Company to cease to be a reporting issuer.
Although RME believes that the expectations and assumptions on which such forward looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information as RME cannot give any assurance that they will prove to be correct. 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. These include, but are not limited to, risks associated with: RME's ability to continue to manage the effect of the COVID-19 pandemic on its operations; default under the Company's credit facilities due to a breach of covenants therein; the impact of events of defaults in respect of other material contracts of the Company; failure to satisfy all conditions to completion of the Proposed Transaction; failure to receive all applicable regulatory, court, shareholder, third party and other stakeholder approvals in respect of the Proposed Transaction; global economic conditions; along with those risk and uncertainties identified under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2020 and filed on SEDAR at www.sedar.com.
The forward-looking statements and information contained in this press release are made as of the date hereof and RME does not undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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