Rock of Ages: Deal OK
BARRE, Vt. – The merger of Rock of Ages Corp. and Swenson Granite Co. LLC moved closer late last month wtith the approval of a third-party advisor.
Institutional Shareholder Services (ISS), an independent proxy advisory firm, issued a Dec. 28 report recommending Rock of Ages stockholders vote for the merger between the company, Swenson and Granite Acquisition LLC, a limited liability company wholly owned by Swenson Granite.
Rock of Ages shareholders are slated to meet at a special session Jan. 18 to consider the merger proposal, with those holding Class A and Class B common stock will receive $5.25 per share without interest. (The vote excludes shareholders contributing their shares to Swenson Granite prior to the merger, or properly asserting dissenters’ rights under the Vermont Business Corporation Act.)
Rock of Ages announced the $39 million merger deal last October. Swenson Granite, founded in 1883, bought the 125-year-old Rock of Ages company in 1984. ROAC became a public-stock company in 1997 on the New York Stock Exchange, with the Swenson family holding a controlling interest.
“Based on a review of the terms of the transaction and the factors described,” the ISS report stated, “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 shareholders approve the adjournment of 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 Rock of Ages director and special committee chairman James L. Fox,. “We ask shareholders to vote their shares by proxy in favor of the proposed merger agreement well in advance of the Jan. 18, special meeting date, in order to ensure that all shares are properly counted.”
Original publication ©2011 Western Business Media Inc. Use licensed to the author, Emerson Schwartzkopf.
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