CALGARY, ALBERTA, March 22, 2012 — Rocky Mountain Dealerships Inc. ("Rocky") (TSX:RME; RME.DB) announced that it intends to increase the purchase price under its offer (the "Offer") to purchase all of its 7.00% convertible unsecured subordinated debentures (the "Debentures") from $1,125 to $1,200 for each $1,000 principal amount of Debentures (the "Offer Price"), representing a premium of $200 or 20% to the face value of the Debentures per $1,000 principal amount. Rocky also intends to extend the date by which holders of Debentures ("Debentureholders") must tender their Debentures to the Offer.
In connection with the increase in Offer Price, Rocky will seek to adjourn the meeting (the "Meeting") of Debentureholders to be held on March 23, 2012, to consider and approve amendments to the trust indenture governing the Debentures that will permit Rocky to redeem any Debentures not tendered to the Offer at a redemption price equal to the Offer Price (the "Redemption"), so as to give Debentureholders sufficient time to consider the increase in the Offer Price.
Full details of the enhanced Offer and Redemption, including the new expiry date of the Offer and the date and time of the adjourned Meeting, will be included in a supplemental management information circular and notice of variation and extension (the "Supplemental Circular") that will be prepared by Rocky and made available on SEDAR at www.sedar.com. The Supplemental Circular will supplement Rocky's combined notice of meeting, management information circular, offer to purchase and issuer bid circular (the "Original Circular") in respect of the Offer and Redemption that is currently available on SEDAR.
The Board of Directors of Rocky (the "Board") has determined that the enhanced Offer and the Redemption are in the best interest of Rocky and has authorized the making of the enhanced Offer and the submission of the Redemption to Debentureholders for their consideration. Neither Rocky nor its Board makes any recommendation to Debentureholders as to whether to tender or refrain from tendering their Debentures to the Offer or as to how to vote with respect to the Redemption. Debentureholders are urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Debentures to the Offer.
RBC Capital Markets is acting as financial advisor to Rocky and as dealer manager in connection with the Offer and Redemption, with the law firm of Burnet, Duckworth & Palmer LLP acting as Rocky's legal advisor. Rocky has appointed Kingsdale Shareholder Services Inc. to act as the Solicitation and Information Agent with respect to the Offer and the Meeting. If you have any questions or require any assistance with respect to the Offer or the Meeting, you may contact the Solicitation and Information Agent by toll-free telephone in North America at 1-866-581-1489, collect call outside North America at 1-416-867-2272 or by email at firstname.lastname@example.org.
About Rocky Mountain Dealerships Inc.
Rocky is one of Canada's largest agriculture and construction equipment dealerships with 36 branches throughout Alberta, Saskatchewan and Manitoba. Rocky sells, rents, and leases new and used construction and agriculture equipment and offers product support and finance to its customers.