Advisory firms Glass, Lewis & Co LLC and Institutional Shareholder Services Inc have recommended that shareholders of Canadian home improvement retailer Rona Inc (TSX: RON) vote for the company’s acquisition by Lowe’s Cos Inc (NYSE: LOW). The $3.2 billion deal was announced last month. Rona’s largest investor, the Caisse de dépôt et placement du Québec, supports the acquisition; however, U.K. investment firm The Stirling Funds said it undervalues the preferred shares of Rona.
Leading Independent Advisory Firms Glass Lewis and ISS Recommend Shareholders of RONA Inc. Vote for the Proposed Plan of Arrangement
BOUCHERVILLE, QC–(Marketwired – March 22, 2016) – RONA inc. (TSX: RON)(TSX: RON.PR.A) (“RONA” or the “Corporation”) is pleased to announce that leading advisory firm Glass, Lewis & Co., LLC (“Glass Lewis”) has recommended that common and preferred shareholders of RONA vote in favour of the previously announced statutory arrangement (the “Arrangement”) involving RONA and Lowe’s Companies, Inc. at the special meeting of common and preferred shareholders to be held on March 31, 2016 (the “Meeting”). The other leading advisory firm Institutional Shareholder Services Inc. (“ISS”) has also recommended that common shareholders of RONA vote in favour of the Arrangement at the Meeting. Per its policy, ISS does not make recommendations to preferred shareholders.
Under the statutory arrangement, holders of common shares of RONA will receive $24.00 in cash per share, representing a premium of 104% to the closing price of the common shares on the Toronto Stock Exchange (the “TSX”) on February 2, 2016, the day prior to the announcement of the Arrangement. Holders of preferred shares of RONA will receive $20.00 in cash per share, representing a premium of 59% to the closing price of the preferred shares on the TSX on February 2, 2016.
Glass Lewis has recommended that RONA common and preferred shareholders vote FOR the Arrangement, which allows common and preferred shareholders to cash out their investment and immediately realize an assured value at a substantial premium. In addition, Glass Lewis considers the price for preferred shares to be fair and attractive to preferred shareholders considering, among other factors, the limited liquidity of the preferred shares.
ISS has recommended that RONA common shareholders vote FOR the Arrangement for a number of reasons, including the substantial cash premium and the fact that RONA’s largest shareholder, Caisse de dépôt et placement du Québec, supports the Arrangement.
RONA shareholders are encouraged to read the Corporation’s management proxy circular with respect to the Arrangement which is available on SEDAR at www.sedar.com. The circular contains a detailed description of the Arrangement. RONA’s Board unanimously recommends that all RONA common and preferred shareholders vote FOR the Arrangement to be considered at the Meeting.
RONA shareholders are reminded to vote before the proxy cut-off time at 10:30 a.m. (Montreal Time) on Tuesday, March 29, 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 email@example.com, (ii) by toll-free telephone in North America at 1-866-851-2743 or collect call 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.
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.
Vice President – Development, Real Estate and Investor Relations