Business
Rocky Mountain Dealerships Enters into Arrangement Agreement for a Going-Private Transaction
Calgary, Alberta--(Newsfile Corp. - November 2, 2020) -  Rocky Mountain Dealerships Inc. ...
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[{"type":"text","content":"Rocky Mountain Dealerships Enters into Arrangement Agreement for a Going-Private TransactionCalgary, Alberta--(Newsfile Corp. - November 2, 2020) -  Rocky Mountain Dealerships Inc. (TSX: RME) (\"RME\" or the \"Company\") and 2223890 Alberta Ltd. (\"AcquireCo\"), an entity controlled by Matthew Campbell, Chairman of the Board of Directors of RME (the \"Board\") and Garrett Ganden, President and CEO of RME (collectively, the \"Participating Shareholders\"), are pleased to announce that they have entered into an arrangement agreement (the \"Arrangement Agreement\") pursuant to which AcquireCo will acquire all of the issued and outstanding common shares of RME (the \"Shares\"), excluding certain shares controlled by the Participating Shareholders, for $7.00 per Share in cash (the \"Purchase Price\"), in accordance with a series of steps under a plan of arrangement (the \"Arrangement\") pursuant to the Business Corporations Act (Alberta). The Purchase Price represents a 26.8% premium to the closing share price of the Shares on October 30, 2020, and a 25.8% premium to the 20-day volume-weighted average price of the Shares for the period ended October 30, 2020. The Arrangement values RME at $135 million on an equity basis and at $188 million on an enterprise basis, including debt (net of cash) and lease obligations, and excluding floor plan payables. Subject to ongoing review and approval by the Board, the Company expects to continue to declare and pay quarterly dividends at the current level of $0.015 per Share until completion of the Arrangement. In response to a proposal from AcquireCo, the Board formed a special committee of independent directors (the \"Special Committee\") to, among other things, review and evaluate the terms of the proposal from AcquireCo, to obtain and supervise the preparation of a formal valuation of the fair market value of the Shares, to obtain and supervise the preparation of a fairness opinion, to make a recommendation to the Board in respect of the proposal and to negotiate the terms and conditions of the Arrangement Agreement and related matters.The Arrangement was unanimously recommended by the Special Committee to the Board. The members of the Board (with interested and non-independent directors abstaining), after receiving the unanimous recommendation of the Special Committee, have(i) determined ...