Matthew Campbell and Garrett Ganden entered into arrangement agreement to acquire remaining 87.9% stake in Rocky Mountain Dealerships Inc. (TSX:RME) for CAD 130 million on November 1, 2020. In consideration, CAD 7 per share will be paid to the shareholders. Matthew Campbell and Garrett Ganden together owned approximately 13.3% of the outstanding out of which Matthew Campbell owned approximately 2.33 million shares representing 12.1% and remaining owed by Garrett Ganden amounting to 0.2 million representing approximately 1.3% of the outstanding. As of December 10, 2020, the terms of the transaction have been amended and Rocky Mountain Dealerships has agreed to increase the cash purchase price for all of RME’s issued and outstanding common shares from CAD 7 to CAD 7.41 per RME Share. The amended consideration now reflects CAD 144 million on an equity basis and at CAD 195 million on an enterprise basis, including debt (net of cash) and lease. Certain directors and officers of Rocky Mountain Dealerships Inc. owning over approximately 13.6% of the outstanding Shares, have entered into support agreements and agreed to vote in favor of transaction. Post-closing, Rocky Mountain Dealerships Inc. will amalgamate with Rocky Mountain Dealer Acquisition Corp. and Rocky Mountain Equipment Canada Ltd. The shares listed on the Toronto Stock Exchange will be delisted. Pursuant to the terms of agreement, Rocky Mountain Dealerships Inc. has a 35-day go-shop period, ending on December 6, 2020, during which it is permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring Rocky Mountain Dealerships Inc. In the event a superior proposal is received by Rocky Mountain Dealerships Inc., buyers have a right to match any such superior proposal. As per filing on December 7, 2020 the 35-day go-shop period expired. Following the conclusion of the Go-Shop Period, the board of directors of RME at the request of buyers, is reconfirming its prior recommendation that RME Shareholders vote FOR the Proposed Transaction at the special meeting of RME Shareholders. Rocky Mountain Dealerships Inc. has also agreed to pay a termination fee of CAD 2.575 million to opposite party in event the agreement is terminated prior to end of Go-Shop Period and a termination fee of CAD 5.15 million if transaction is terminated afterwards. Matthew Campbell and Garrett Ganden have agreed to pay a reverse termination fee equal to certain transaction costs if transaction is terminated prior to the outside date, being February 26, 2021, subject to extension in certain circumstances. Upon closing of the Arrangement, it is expected that all of the directors other than Matthew Campbell and Garrett Ganden will resign or be removed from the board of directors of Rocky Mountain Dealerships Inc. The transaction is subject the Interim Order having been granted in substance and form satisfactory to the parties, at least 66 2/3% shareholder approval of Rocky Mountain Dealerships Inc, the Final Order shall have been granted in substance and form satisfactory to the Parties, the Competition Act Approval shall have been obtained, the Outside Date shall not have occurred, the aggregate number of Shares held, directly or indirectly, by those holders of such Shares who have validly exercised Dissent Rights and not withdrawn such exercise in connection with the Arrangement ate number of Shares outstanding, on the Effective Date or, in the event that an Extension Notice is delivered and the Company has made the deliveries on the Satisfaction Date, buyers shall have received resignations, conditional on completion of the Arrangement, effective on the Effective Date, of each of the directors on the Special Committee at least three Business Days prior to the Effective Date; and the Buyers shall have irrevocably deposited, or caused to be deposited with the Depositary, and the Company shall have received written confirmation of the receipt of such funds by the Depositary, requisite interim and final court order, regulatory and material third party approvals. The transaction is not subject to financing condition. As per filing dated November 23, 2020 the shareholder meeting will be held on December 17, 2020. The transaction was unanimously recommended by the Special Committee to the Board. As per filing dated November 23, 2020 Court of Queen's Bench of Alberta has granted an interim order with regards to the transaction. In response to a proposal, the Board formed a special committee of independent directors to evaluate the terms of the proposal. The Board on receiving the recommendation of Special Committee have determined the arrangement to be fair and approved the transaction and resolved to recommend that holders of Shares vote in favor of the transaction. The special meeting of RME Shareholders will be a virtual only meeting, to be held on December 17, 2020. At the Meeting, RME Shareholders will vote on the proposed transaction to take the RME private. As of December 17, 2020, the transaction was approved by the shareholders of Rocky Mountain. It is anticipated that the Arrangement will be completed as soon as practicable following receipt of the final order of the Court of Queen’s Bench of Alberta (the “Court”), which is expected to be obtained on or about December 18, 2020. The transaction was approved by the Court of Queen’s Bench of Alberta on December 18, 2020. Subject to the satisfaction of all approvals and conditions to the transaction, closing is expected to occur on or about December 21, 2020. Deloitte LLP was retained by Special Committee to render its fairness opinion and acted as accountant to Rocky Mountain Dealerships Inc. RBC Capital Markets acted as financial advisor and fairness opinion provider to the Special Committee of Rocky Mountain Dealerships Inc. Greg Peterson of Gowling WLG (Canada) LLP acted as legal advisor to the Special Committee and Tim B. Haney, Nicole Bacsalmasi, Simon Kupi and Jerry Patterson, Q.C. of Dentons Canada LLP acted as legal advisor to Rocky Mountain Dealerships Inc. CIBC Capital Markets acted as financial advisor and Robert Lehodey of Osler, Hoskin & Harcourt LLP acted as legal advisor to Matthew Campbell and Garrett Ganden. Laurel Hill Advisory Group, LLC acted as information agent to Rocky Mountain. Matthew Campbell and Garrett Ganden completed the acquisition of Rocky Mountain Dealerships Inc. (TSX:RME) on December 21, 2020. As a result of the transaction, Rocky Mountain Dealerships, 2223890 Alberta Ltd. and two of the Rocky Mountain subsidiaries amalgamated to become “Rocky Mountain Equipment Alberta Ltd.” and all of the directors of the Company other than Matthew Campbell and Garrett Ganden resigned from their positions.