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Rocky Mountain Dealerships Inc. (TSX: RME) ("RME" or the "Company") announces that it has been granted an interim order (the "Interim Order") by the Court of Queen's Bench of Alberta (the "Court") in respect of the previously announced plan of arrangement involving RME, 2223890 Alberta Ltd. ("AcquireCo") and the shareholders of RME ("RME Shareholders") under Section 193 of the Business Corporations Act (Alberta) (the "Arrangement").
A management information circular of RME dated November 19, 2020 (the "Information Circular") and related materials (the "Meeting Materials"), in respect of the special meeting of the RME Shareholders, to be held at 10:00 a.m. (Calgary time) on December 17, 2020 (the "Meeting") for the purpose of obtaining the requisite approvals of RME Shareholders for the Arrangement, will be mailed to RME Shareholders in the upcoming days. As part of the Interim Order, RME obtained relief from the Court to permit it to hold the Meeting by electronic means. In an effort to adopt measures that assist our community in slowing the spread of the novel coronavirus disease, also known as COVID-19, and in order to protect the health and safety of RME Shareholders, employees and other stakeholders, the Meeting will be held in a virtual-only format, which will be conducted via live audio webcast at www.virtualshareholdermeeting.com/RCKXF2020. RME Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. As always, the Corporation encourages RME Shareholders to vote their common shares of RME ("RME Shares") prior to the Meeting, following the instructions set out in the form of proxy or voting instruction form included with the Meeting Materials.
The Information Circular contains detailed information regarding the Arrangement which provides for the acquisition by AcquireCo (an entity formed for the purposes of the Arrangement at the control and direction of Matthew Campbell, Chairman of the Board of Directors of RME (the "Board") and Garrett Ganden, Director, President and CEO of RME (collectively, the "Participating Shareholders") of all of the issued and outstanding RME Shares held by RME Shareholders (the "Public Shareholders"), excluding certain RME Shares owned or controlled by the Participating Shareholders, in exchange for $7.00 in cash for each RME Share.
The Board, after consulting with its advisors and after careful consideration of, among other things, the unanimous recommendation of the special committee of independent members of the Board, have approved (with such directors who are Participating Shareholders recusing and not voting) the Meeting Materials and determined that: (i) the Arrangement is fair, from a financial point of view, to the Public Shareholders; and (ii) the Arrangement is in the best interests of RME; and (iii) Public Shareholders are recommended to vote in favour of the special resolution approving the Arrangement at the Meeting (the "Arrangement Resolution").
Certain directors and officers of RME, who collectively (including the Participating Shareholders) own or exercise control over approximately 13.6% of the outstanding RME Shares, have entered into support agreements with AcquireCo pursuant to which they have agreed to vote their RME Shares in favour of the Arrangement, subject to the provisions thereof.
Subject to receipt of the requisite approvals of the RME Shareholders and the final approval of the Arrangement by the Court, and subject to the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is currently anticipated to be completed on or about December 21, 2020.
For further details regarding the Arrangement please refer to the Information Circular, a copy of which is available under the corporate profile of RME on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Shareholder Questions and Assistance
If you have questions or need assistance in your consideration of the Arrangement, or with the completion and delivery of your form of proxy or voting instruction form, please contact RME's shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 toll-free in Canada (+1-416-304-0211 for international calls) or by e-mail at assistance@laurelhill.com.
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, Chief Financial Officer
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: the holding and timing of, and matters to be considered at the special meeting of holders of RME Shares in connection with the Arrangement as well as with respect to voting at such special meeting and timing of the closing of the Arrangement.
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 and/or the Company's senior notes 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 Arrangement; failure to receive all applicable regulatory, court, third party and other stakeholder approvals in respect of the Arrangement; 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.
This press release is not an offer of securities for sale in the United States.
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