Lowe's Cos. (LOW) to Acquire RONA's Preferred Shares for C$24/Share

October 7, 2016 8:31 AM EDT

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Lowe's Companies, Inc. (NYSE: LOW) and RONA inc. announced 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 (Qu├ębec).

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.

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