MOORESVILLE, N.C. and
BOUCHERVILLE, Quebec, Oct. 7,
2016 /PRNewswire/ -- Lowe's Companies, Inc. (NYSE: LOW)
("Lowe's") and RONA inc. (TSX: RON, RON.PR.A) ("RONA") announced
today that Lowe's, through a wholly owned subsidiary, and RONA have
entered into a definitive agreement for the acquisition of RONA's
outstanding Cumulative 5-Year Rate Reset Series 6
Class A Preferred Shares and Cumulative Floating Rate
Series 7 Class A Preferred Shares (collectively, the
"Preferred Shares") for C$24 per
share in cash pursuant to a plan of arrangement under the
Business Corporations Act (Québec).
The board of directors of RONA, after consultation with its
financial and legal advisors, has unanimously approved the
transaction and has resolved to unanimously recommend that holders
of the Preferred Shares (the "Preferred Shareholders") vote in
favour of the transaction at a meeting of Preferred Shareholders to
be held to consider the transaction. RBC Capital Markets has
provided a fairness opinion to RONA's board of directors that,
subject to the assumptions, limitations and qualifications set out
in such fairness opinion, and as of the date of such opinion, the
consideration under the transaction is fair from a financial point
of view to the Preferred Shareholders.
The transaction is subject to court approval and the requisite
approval of the Preferred Shareholders. Assuming the required
approvals are received, the transaction is expected to be
consummated before the end of the year.
Fidelity Investments Canada ULC, a large institutional investor
that owns a significant portion of the Preferred Shares, has agreed
to vote its Preferred Shares in favour of the transaction.
The terms and conditions of the transaction will be disclosed in
further detail in the information circular to be mailed to
Preferred Shareholders in advance of their meeting to approve the
transaction. In addition, a copy of the definitive agreement
and the information circular and certain related documents will be
filed with the Canadian securities regulatory authorities and will
be available under RONA's profile at www.sedar.com.
About Lowe's Companies, Inc.
Lowe's Companies, Inc. (NYSE: LOW) is a FORTUNE® 50 home
improvement company serving more than 17 million customers a week
in the United States, Canada and Mexico. With fiscal year 2015
sales of $59.1 billion, Lowe's and
its related businesses operate or service more than 2,355 home
improvement and hardware stores and employ over 285,000 employees.
Founded in 1946 and based in Mooresville,
N.C., Lowe's supports the communities it serves through
programs that focus on K-12 public education and community
improvement projects. For more information, visit Lowes.com.
About RONA inc.
Acquired by Lowe's Companies, Inc. on May
20, 2016, RONA inc. is a major Canadian retailer and
distributor of hardware, building materials and home renovation
products. RONA operates a network of close to 500 corporate and
independent affiliate dealer stores in a number of complementary
formats. 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 generated annual consolidated sales of $4.2 billion for fiscal year 2015. For more
information, visit rona.ca.
Forward-Looking Statements
This news release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
and Canadian securities legislation and regulation, including those
regarding the transaction. Statements including words such as
"may", "will", "could", "should", "would", "plan", "potential",
"intend", "anticipate", "believe", "estimate" or "expect" and other
words, terms and phrases of similar meaning are forward-looking
statements. Forward-looking statements involve estimates,
expectations, projections, goals, forecasts, assumptions, risks and
uncertainties. Such forward-looking statements include, but
are not limited to, the expected timing of completion of the
transaction and the ability to receive the required court and
shareholder approvals. Although we believe that the
expectations, opinions, projections, and comments reflected in
these forward-looking statements are reasonable, we can give no
assurance that such statements will prove to be correct. A wide
variety of potential risks, uncertainties, and other factors could
materially affect our ability to achieve the results either
expressed or implied by these forward-looking statements including,
but not limited to the possibility that the transaction will be
rejected by the Preferred Shareholders; the possibility that even
if the transaction is approved by the Preferred Shareholders, the
transaction will not close or that the closing may be delayed; and
the failure to obtain and the timing to obtain court approval for
the transaction. For more information about risks and uncertainties
that Lowe's Companies, Inc. is exposed to, you should read the
"Risk Factors" and "Critical Accounting Policies and Estimates"
included in its most recent Annual Report on Form 10-K to the
United States Securities and Exchange Commission (the "SEC") and
the description of material changes therein or updated version
thereof, if any, included in its Quarterly Reports on Form 10-Q or
subsequent filings with the SEC.
The forward-looking statements contained in this news release
are expressly qualified in their entirety by the foregoing
cautionary statements. All such forward-looking statements
are based upon data available as of the date of this release or
other specified date and speak only as of such date. All subsequent
written and oral forward-looking statements attributable to us or
any person acting on our behalf about any of the matters covered in
this release are qualified by these cautionary statements and in
the "Risk Factors" included in Lowe's Companies, Inc.'s most recent
Annual Report on Form 10-K to the SEC and the description of
material changes, if any, therein included in its Quarterly Reports
on Form 10-Q or subsequent filings with the SEC. We expressly
disclaim any obligation to update or revise any forward-looking
statement, whether as a result of new information, change in
circumstances, future events, or otherwise.
NO OFFER OR SOLICITATION
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell RONA securities.
Logo -
http://photos.prnewswire.com/prnh/20131007/MM93272LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/lowes-agrees-to-acquire-ronas-preferred-shares-for-c24-per-share-300341171.html
SOURCE Lowe's Companies, Inc.