RONA inc.
TSX : RON
TSX : RON.PR.A

RONA inc.

March 25, 2016 11:30 ET

RONA Reports Results of Conversion Privilege of Cumulative 5-Year Rate Reset Preferred Shares

BOUCHERVILLE, QUÉBEC--(Marketwired - March 25, 2016) -

NOT FOR DISTRIBUTION INTO THE UNITED STATES OR TO UNITED STATES WIRE SERVICES

RONA inc. (TSX:RON)(TSX:RON.PR.A) ("RONA" or the "Corporation") today announced that holders of its Cumulative 5-Year Rate Reset Series 6 Class A Preferred Shares of RONA (the "Series 6 Shares") have elected to convert 2,222,137 of the 6,900,000 Series 6 Shares currently outstanding, on a one-for-one basis, into Cumulative Floating Rate Series 7 Class A Preferred Shares of RONA (the "Series 7 Shares") on March 31, 2016. Consequently, on March 31, 2016, RONA will have 4,677,863 Series 6 Shares and 2,222,137 Series 7 Shares issued and outstanding. The Series 6 Shares will continue to be listed and the Series 7 Shares will be listed and start trading at market open on March 31, 2016 on the Toronto Stock Exchange under the symbols RON.PR.A and RON.PR.B, respectively.

As previously announced, on February 3, 2016, RONA entered into an arrangement agreement (the "Arrangement Agreement") under which a subsidiary of Lowe's Companies, Inc. ("Lowe's") has agreed to acquire all of the issued and outstanding common shares of RONA at a price of $24.00 per share in cash by way of a statutory plan of arrangement (the "Arrangement"). Under the terms of the Arrangement Agreement, a subsidiary of Lowe's has also agreed to acquire all of the outstanding Series 6 Shares and any then outstanding Series 7 Shares for $20.00 per share in cash (plus any accrued but unpaid dividends thereon up to, but excluding, the date of the closing of the Arrangement), which represents a premium of approximately 59% to the closing price of the Series 6 Shares on the TSX on February 2, 2016, the day prior to the announcement of the Arrangement. RONA's board of directors has unanimously approved the Arrangement Agreement and unanimously recommends that the holders of RONA' common shares, Series 6 Shares and Series 7 Shares vote FOR the Arrangement at the special meeting to be held on March 31, 2016 concerning the Arrangement (the "Meeting").

Completion of the Arrangement is conditional upon approval of at least 66 2/3% of the votes cast by the common shareholders at the Meeting and satisfaction of other customary conditions. Preferred shareholders will vote on the Arrangement as a separate class of securities and their participation in the Arrangement will require the approval of 66 2/3% of the votes cast by holders of preferred shares represented in person or by proxy at the Meeting. However, completion of the Arrangement is not conditional on approval by the preferred shareholders and, if the requisite approval of the preferred shareholders is not obtained, the Series 6 Shares and Series 7 Shares will be excluded from the Arrangement and will remain outstanding in accordance with their terms. It is expected that the Arrangement will be completed in the second half of 2016.

A copy of the Arrangement Agreement, the information circular and related documents have been filed with Canadian securities regulators and are available on RONA's profile at www.sedar.com.

The Series 6 Shares and the Series 7 Shares have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from registration requirements. This News Release does not constitute an offer to sell or the solicitation of an offer to buy any security, and shall not constitute an offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding the anticipated timing of the Meeting and the anticipated timing for completion and the outcome of the Arrangement, may constitute forward-looking statements within the meaning of the Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although the Corporation believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.

In respect of the forward-looking statements and information concerning the anticipated timing of the Meeting and the anticipated timing for completion and the outcome of the Arrangement, the Corporation has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, and shareholder approvals, including but not limited to the receipt of applicable foreign investment approval required in Canada; that the business of the Meeting concludes as anticipated; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement including that there be no material adverse effect and that registered holders of common shares shall not have exercised their rights to demand repurchase of their common shares with respect to more than 10% of the issued and outstanding common shares of the Corporation; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, such as the inability to secure the necessary shareholder, regulatory or court approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Forward-looking statements are provided for the purpose of assisting investors and others in understanding certain key elements of the Corporation's objectives, strategic priorities, management's current expectations and plans, and in obtaining a better understanding of the Corporation's business and anticipated operating environment as at and for, the periods ended on certain dates and the reader is cautioned that such statements may not be appropriate for other purposes. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

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. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the parties to obtain the necessary shareholder, regulatory and court approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. For more information on the risks and uncertainties that could cause the Corporation's actual results to differ materially from current expectations, and about material factors or assumptions applied in making forward-looking statements, please also refer to the Corporation's public filings available at www.sedar.com. In particular, further details and descriptions of these and other factors are disclosed in the "Risks and uncertainties" section of the Corporation's Management's Discussion and Analysis for the fiscal year ended December 27, 2015.

The forward-looking statements in this Press Release reflect the Corporation's expectations as at the date hereof, and are subject to change after this date. The Corporation expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by the applicable securities laws.

ABOUT RONA

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.

Contact Information

  • Media
    Valerie Gonzalo
    Media Relations
    514-626-6976
    media@rona.ca

    Financial Community
    Stephane Milot
    Vice President - Development, Real Estate and
    Investor Relations
    514-599-5951
    stephane.milot@rona.ca