Rock of Ages Receives “FOR” Recommendation from Institutional Shareholder Services related to its Proposed Merger with Sw...
04 Janeiro 2011 - 11:52AM
Business Wire
Rock of Ages Corporation (NASDAQ:ROAC) today announced
that Institutional Shareholder Services ("ISS"), an independent
proxy advisory firm, has recommended that Rock of Ages stockholders
vote "For" the proposal to approve the merger agreement by and
among Rock of Ages, Swenson Granite Company LLC ("Swenson Granite")
and Granite Acquisition, LLC, a limited liability company wholly
owned by Swenson Granite, at Rock of Ages' special meeting of
shareholders scheduled for January 18, 2011. Under the terms of the
merger agreement, shareholders of Rock of Ages' Class A and Class B
common stock (other than those shareholders contributing their
shares to Swenson Granite prior to the merger or properly asserting
dissenters' rights under the Vermont Business Corporation Act) will
have their common stock converted into the right to receive $5.25
per share in cash without interest.
In recommending that its clients vote to approve the merger
agreement, ISS stated in a report dated December 28, 2010*: "Based
on a review of the terms of the transaction and the factors
described . . . in particular, the fact that a special committee of
independent directors was formed to negotiate and evaluate the
merger and other strategic options, that the consideration
represents a significant premium to the share price one day and 60
days prior to the announcement, and the fact that negotiations
resulted in consideration higher than the acquirer's original
offer, shareholder support for the merger agreement is warranted."
ISS also recommended that Rock of Ages stockholders vote “FOR” the
proposal to adjourn the special meeting if necessary to permit
further solicitation of proxies if there are insufficient votes of
Class A common stock at the time of the special meeting to meet the
“majority of the minority” vote requirement under the merger
agreement.
"We are pleased that ISS supports the view of the special
committee and the board of directors that stockholders should vote
in favor of approving the merger agreement," said director James L.
Fox, chairman of the special committee. "We ask shareholders to
vote their shares by proxy in favor of the proposed merger
agreement well in advance of the January 18, 2011 special meeting
date, in order to ensure that all shares are properly counted."
Rock of Ages stockholders are encouraged to read the company’s
definitive proxy materials in their entirety as they provide, among
other things, a detailed description of the process that led to the
proposed merger and the reasons behind the special committee’s and
the board of directors’ unanimous recommendations that stockholders
vote “FOR” the approval of the merger agreement.
Investors who require assistance should contact Rock of Ages'
proxy solicitor, The Proxy Advisory Group, LLC, by phone
(toll-free) at (888) 557-7699 or (888) 55PROXY, or in
writing at The Proxy Advisory Group, LLC, 18 East 41st Street,
Suite 2000, New York, NY 10017.
* Permission to quote from ISS was neither sought nor
obtained.
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
Any statements in this press release which are not historical
facts, including with respect to future events relating to the
merger agreement and the proposed merger, constitute
forward-looking statements. 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; 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 press release,
except as may be required under the federal securities laws.
About the Proposed Transaction
In connection with the proposed merger, Rock of Ages filed a
definitive proxy statement with the Securities and Exchange
Commission on December 16, 2010. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the definitive proxy statement and other documents
filed by Rock of Ages from the Securities and Exchange Commission’s
Web site at http://www.sec.gov. The proxy statement and such other
documents may also be obtained for free from Rock of Ages’ by
directing a 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 is
included in the definitive proxy statement. 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. Stockholders may obtain additional information
regarding the interests of the Company and its directors and
executive officers in the proposed merger, which may be different
than those of the Company’s stockholders generally, by reading the
definitive proxy statement and other relevant documents regarding
the proposed merger. These documents are available free of charge
from the SEC’s Web site at www.sec.gov. or by directing a request
to Rock of Ages Corporation, Chief Financial Officer, 560
Graniteville Road, Graniteville, Vermont 05654, telephone:
(802) 476-3115.
Rock OF Ages (NASDAQ:ROAC)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Rock OF Ages (NASDAQ:ROAC)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024