Attached files
file | filename |
---|---|
8-K - ROCK OF AGES CORPORATION - ROCK OF AGES CORP | b83022e8vk.htm |
EX-2.1 - EX-2.1 - ROCK OF AGES CORP | b83022exv2w1.htm |
Exhibit 99.1
Rock of Ages FOR IMMEDIATE RELEASE |
Company Contact: Laura A. Plude Chief Financial Officer (802) 476-2208 www.RockofAges.com |
Rock of Ages Announces $5.25 Per Share Cash Merger
Agreement with Swenson Granite
Agreement with Swenson Granite
BARRE, VERMONT, October 18, 2010. Rock of Ages Corporation (NASDAQ:ROAC)
today announced that it has entered into a definitive merger agreement with Swenson
Granite Company, LLC (Swenson Granite) whereby
shareholders of Rock of Ages will
receive $5.25 per share in cash, and Swenson Granite will acquire 100% ownership of
Rock of Ages.
The Rock of Ages Board of Directors, based in part on the unanimous
recommendation of a special committee of three Rock of Ages independent directors,
unanimously adopted, and recommends that shareholders of the Company vote for approval
of, the merger agreement. The special committees independent financial advisor has
delivered an opinion to the effect that the $5.25 per share to be received by Rock of
Ages shareholders in the merger is fair, from a financial point of view, to such
shareholders. The $5.25 per share price represents a 57% premium to the average
closing price of Rock of Ages Class A common stock for the 30 days prior to the May 7,
2010 announcement of Swenson Granites initial proposal to acquire 100% ownership of
Rock of Ages, and a 84% premium to the average closing price for the 12 months prior
to the May 7, 2010 announcement.
Consummation of the merger is conditioned upon, in addition to approval of the
merger agreement by the majority vote of Rock of Ages Class A and Class B common
stock, voting together, approval by a majority of the outstanding shares of Class A
common stock, excluding shares held by members of Swenson Granite. Rock of Ages will
schedule a special meeting of its shareholders for the purpose of obtaining
shareholder approval of the merger agreement.
Kurt Swenson, the Chairman of Swenson Granite and non-executive Chairman of
Rock of Ages, together with his brother, Kevin Swenson, Vice
President of Swenson Granite, and Robert Pope, President and
Chief Executive Officer of Swenson Granite, own approximately 71% of Swenson Granite.
They, along with other members of Swenson Granite who are also shareholders of Rock of
Ages, have agreed with Swenson Granite to vote their shares,
representing approximately 81% of the total voting power of all Rock of
Ages shares, in favor of approval of the merger agreement.
The merger agreement includes various other customary conditions, but does not
contain a financing condition. Peoples United Bank and Key Bank, National Association
have committed, subject to customary conditions, to provide debt financing for the
transaction.
Prior to the merger, Kurt Swenson, Kevin Swenson, Robert Pope and certain other
members of Swenson Granite who are also shareholders of Rock of Ages, will contribute
to Swenson Granite a total of 258,326 Class A shares and 2,449,793 Class B shares of
Rock of Ages in exchange for additional shares of membership interest in Swenson
Granite, and will not receive the $5.25 per share cash merger price for those Rock of Ages shares.
Covington Associates, LLC served as financial advisor to the special committee of
the Rock of Ages board of directors and Skadden, Arps, Slate, Meagher & Flom LLP
served as legal advisor to the special committee. Sheehan Phinney Bass + Green PA
served as legal counsel to Swenson Granite.
About Rock of Ages
Rock of Ages (www.RockofAges.com) is the largest integrated granite quarrier and manufacturer
of finished granite memorials and granite blocks for memorial use in North America.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements are based on current
expectations about future events. These statements are not guarantees of future events and
involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual
events may differ materially from what is expressed in such forward-looking statements due to
numerous factors. A statement containing an expectation or prediction as to the consummation of
the merger is just an example of a forward-looking statement. Some factors that could
realistically cause events to differ materially from those predicted in the forward-looking
statements include the occurrence of any event, change or other circumstances that could give rise
to the termination of the merger agreement with Swenson Granite Company LLC (Swenson Granite);
the outcome of any legal proceedings that have been, or may be, instituted against Rock of Ages
related to the merger agreement; the inability to complete the merger due to the failure to obtain
shareholder approval for the merger or the failure to satisfy other conditions to completion of the
merger; and the failure of Swenson Granite to obtain the necessary financing arrangements relating
to the merger. Further information and risks regarding factors that could affect our business,
operations, financial results or financial positions are discussed from time to time in Rock of
Ages Securities and Exchange Commission filings and reports. Such forward-looking statements
speak only as of the date on which they are made, and Rock of Ages does not undertake any
obligation to update any forward-looking statement to reflect events or circumstances after the
date of this release, except as may be required under the federal securities laws.
About the Proposed Transaction
In connection with the proposed merger, Rock of Ages will file a proxy statement with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE
PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders may obtain a free copy of the proxy statement (when available) and other
documents filed by Rock of Ages from the Securities and Exchange Commissions Web site at
http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from
Rock of Ages website at http://www.rockofages.com or by directing such request to Rock of Ages
Corporation, Chief Financial Officer, 560 Graniteville Road, Graniteville, Vermont 05654,
telephone: (802) 476-3115.
Rock of Ages and its directors, executive officers and certain other members of its management
and employees may be deemed to be participants in the solicitation of proxies from its shareholders
in connection with the proposed merger. Information regarding the interests of Rock of Ages
participants in the solicitation will be included in the proxy statement relating to the proposed
merger when it becomes available. Additional information regarding Rock of Ages directors and
executive officers is also included in Rock of Ages proxy statement for its 2010 Annual Meeting of
Stockholders, which was filed with the SEC on July 19, 2010. This document is available free of
charge from the SECs Web site at www.sec.gov, from Rock of Ages website at
http://www.rockofages.com or by directing such request to Rock of Ages Corporation, Chief Financial
Officer, 560 Graniteville Road, Graniteville, Vermont 05654,
telephone: (802) 476-3115.