{"id":32849,"date":"2016-04-01T03:54:59","date_gmt":"2016-04-01T08:54:59","guid":{"rendered":"http:\/\/prefblog.com\/?p=32849"},"modified":"2016-04-01T03:54:59","modified_gmt":"2016-04-01T08:54:59","slug":"ron-pr-a-holders-scorn-20-offer-ron-pr-b-commences-trading","status":"publish","type":"post","link":"https:\/\/prefblog.com\/?p=32849","title":{"rendered":"RON.PR.A Holders Scorn $20 Offer; RON.PR.B Commences Trading"},"content":{"rendered":"

RONA Inc. has announced<\/a>:<\/p>\n

that the holders of record of its common shares (the \u201cCommon Shareholders\u201d) have approved the statutory plan of arrangement at the special meeting held today pursuant to the arrangement agreement entered into on February 2, 2016 (the \u201cArrangement\u201d).<\/p>\n

The Arrangement was approved by 99,92% of the 75,067,870 votes cast by Common Shareholders at the special meeting representing 70,22% of the total 106,904,501 common shares outstanding as at February 25, 2016, being the record date of the special meeting (the \u201cRecord Date\u201d).<\/p>\n

\u201cThe vote of RONA common shareholders in favor of the transaction with Lowe’s is an important step,\u201d said Robert Chevrier, Chairman of the Board of RONA. \u201cWe are now working to obtain approvals from Canadian regulatory authorities, namely the Competition Bureau and Industry Canada. Once all regulatory approvals are obtained, we will be able to complete the Arrangement.\u201d<\/p>\n

Holders of record of RONA\u2019s Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares (the \u201cPreferred Shareholders\u201d) did not approve the Arrangement, with 25.21% of the 2,968,029 votes cast by Preferred Shareholders voting in favor of the Arrangement, which required the approval of 66\u2154% of the votes cast by such shareholders. The votes cast by Preferred Shareholders represented 43.01% of the total 6,900,000 Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares outstanding as at the Record Date.<\/p>\n

As previously announced, completion of the Arrangement is not conditional on approval by the Preferred Shareholders and, given that the requisite approval of the Preferred Shareholders was not obtained, RONA\u2019s Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares and Cumulative Floating Rate Series 7 Class A Preferred Shares (collectively, the \u201cPreferred Shares\u201d) will be excluded from the Arrangement (including, for greater certainty, to remove the rights of the holders to demand repurchase of their Preferred Shares).<\/p>\n

The completion of the Arrangement remains subject to the granting of the final order by the Qu\u00e9bec Superior Court, the receipt of required regulatory approvals and the satisfaction or waiver of the other customary closing conditions.<\/p>\n

Until completion of the Arrangement, RONA\u2019s common shares and the Preferred Shares will continue to be listed for trading on the Toronto Stock Exchange. Following completion of the Arrangement, the Preferred Shares will remain outstanding in accordance with their terms and will continue to be listed for trading on the Toronto Stock Exchange.<\/p><\/blockquote>\n

Well, I must confess I’m surprised that the preferred shareholders turned down the offer and astonished that the margin of defeat was so wide. I can only suppose that the moronic whimpering about some ludicrous interpretation of “fairness” had a lot of currency among the voters … but I have no wish to rehash all the arguments I have put forward and reviewed with respect to the vote in prior posts:<\/p>\n