On December 22, 2020, Rocky Mountain Equipment Alberta Ltd. (formerly Rocky Mountain Dealerships Inc.) ("RME") (TSX: RME) announced 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."
One of the key developments earlier in the process was obtaining the unanimous recommendation of a special committee of independent directors of RME which had reviewed and evaluated the terms of the proposal from AcquireCo, obtained and supervised the preparation of a formal valuation of the fair market value of the shares, and obtained and supervised the preparation of a fairness opinion.
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.
Gowling WLG advised the special committee with respect to this transaction with a team that included Gregory Peterson, Frank Sur (corporate), Sunil Joneja (banking) and Ted Thiessen (tax).