Rocky Mountain Equipment Announces Completion of Go-Private Transaction
CALGARY, Alberta, Dec. 22, 2020 (GLOBE NEWSWIRE) — Rocky Mountain Equipment Alberta Ltd. (formerly Rocky Mountain Dealerships Inc.) (“RME” or the “Company”) (TSX: RME) is pleased to announce the completion of its previously announced acquisition by 2223890 Alberta Ltd. (“AcquireCo”), which was implemented through a Court-approved plan of arrangement (the “Arrangement”) under the Business Corporations Act (Alberta). Under the Arrangement, AcquireCo acquired all of the issued and outstanding common shares of RME (the “RME Shares”), other than certain shares held by interested parties, in exchange for $7.41 in cash for each such RME Share. As a result of the Arrangement, RME, AcquireCo and two of RME’s wholly-owned subsidiaries amalgamated to become “Rocky Mountain Equipment Alberta Ltd.”.
The Arrangement was approved at the special meeting of RME shareholders held on December 17, 2020 and by the Court of Queen’s Bench of Alberta on December 18, 2020.Full particulars of the Arrangement are described in the management information circular of the Company dated November 19, 2020 (the “Circular”), a copy of which is available on SEDAR at www.sedar.com, and in the Company’s news release issued December 10, 2020. Former RME shareholders should refer to the Circular and the letter of transmittal available on SEDAR for instructions on how to receive the cash consideration payable to them pursuant to the Arrangement.The RME Shares are expected to be delisted from the Toronto Stock Exchange shortly in accordance with the rules and policies of the Toronto Stock Exchange. The Company will also apply to cease to be a reporting issuer under applicable Canadian securities laws, subject to the satisfaction of applicable regulatory requirements.Garrett Ganden, President and Chief Executive Officer of the Company, commented: “We are grateful for the support of our employees and customers as we move into this new chapter for Rocky Mountain Equipment. We are excited to announce that we have partnered with Westcap Mgt. Ltd. (“Westcap”) as our financial and strategic partner and look forward to working closely with Westcap moving forward.”“We are very pleased to be Management’s financial and strategic partner of choice in acquiring Canada’s largest independent agriculture equipment dealer. With a focus on Western Canada, and agriculture being a priority sector of our Funds, the long-standing brand and performance of Rocky Mountain Equipment aligns with our investment objectives,” says Grant J. Kook, President and CEO of Westcap.Matthew Campbell, Executive Chairman of the Company, stated: “This combination of key players in the global agricultural world, Western Canadian Farmers, Case New Holland, Rocky Mountain Equipment and Westcap, greatly contributes to western Canada’s role in feeding the world. A powerhouse of expertise partnered to achieve the task.”Early Warning DisclosureThe 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 Arrangement.Pursuant to an arrangement agreement entered into between the Company and AcquireCo dated November 1, 2020 (the “Arrangement Agreement”), AcquireCo acquired all of the issued and outstanding RME Shares, on and subject to the terms set forth in the Arrangement Agreement. The RME Shares (other than 2,000,000 RME Shares indirectly owned by Matthew Campbell) were acquired at a price of $7.41 per RME Share pursuant to the Arrangement or approximately $127.9 million in the aggregate.AcquireCo was formed under the laws of Alberta as an acquisition vehicle for the Arrangement, and is under the control and direction of Matthew Campbell, who was the Chairman of the Board of Directors of RME, and Garrett Ganden, who was the President and Chief Executive Officer of RME.Immediately prior to completion of the Arrangement, 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.As a result of the Arrangement, Matthew Campbell, through AcquireCo, acquired an additional 16,925,469 RME Shares, representing approximately 87.9% of the issued and outstanding RME Shares and currently owns, controls and directs 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, acquired the RME Shares in order to pursue the acquisition of all of the issued and outstanding RME Shares pursuant to the Arrangement. Upon closing of the Arrangement, all of the directors other than Matthew Campbell and Garrett Ganden resigned from the board of directors of RME and RME amalgamated 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 solicited proxies from securityholders in connection with the Arrangement.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: 403 260-7000About 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 and construction 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.About Westcap Mgt. Ltd.
Founded over three decades ago, and based in Saskatoon, Westcap is a leading private equity and venture capital fund manager having raised and completed over $1 billion in transactions to date. Westcap has an uncompromising vision to build long-term value for investors by supporting visionary management teams across Western Canada in their growth and succession strategies. Our vast network of strategic partners and long track record of success is grounded by our Prairie culture and integrity.Additional information about Westcap Mgt. Ltd. is available at www.westcapmgt.ca.For investor and media inquiries please contact:
[email protected]Reader Advisory
All references to “$” 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: 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, 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.