Swenson Granite to buy Rock of Ages in cash deal for $39 million

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Swenson Granite to buy Rock of Ages in cash deal for $39 million

Tue, 10/19/2010 - 4:16am -- tim

Rock of Ages Corporation (NASDAQ:ROAC), based in Barre, announced Monday that it has entered into a definitive merger agreement with Swenson Granite Company LLC, based in Concord, NH. Shareholders of Rock of Ages will receive $5.25 per share in cash, valued at about $39 million, and Swenson Granite will acquire 100 percent ownership of Rock of Ages.
What this means for employment in Vermont is unknown at this time. Rock of Ages employs 230, according to Vermont Business Magazine. Net revenues in 2009 were $21,682,316. Net income was $802,324, or $.11 per share. The company lost over $2 million in 2008, or $.28 per share. 
Rock of Ages stock went up nearly 26 percent following the announcement on Monday, up $1.06 to $5.16. Its 52-week high-low is $2.65-$5.16. In May, Swenson Granite offered an unsolicited bid of $4.38 per share. At least one shareholder balked at the sale. Rock of Ages reported in an SEC filing following the merger announcement in May that: "A purported shareholder of Rock of Ages has commenced a purported class action lawsuit against Rock of Ages." The shareholder was unnamed. 
However, institutional investors North Star Investment Management Corp and Kuby Gottlieb Special Value Fund, LP of Chicago, which own together 24.2 percent of the Class A shares, sent a letter in June (SEE BELOW) to the Rock of Ages board suggesting that the initial proposal undervalued the company, whose financial situation had rebounded somewhat in the last year. Peter Gottlieb and Eric Kuby subsequently sent a letter to the Board Tuesday (October 19, 2010) lending their approval to the sale. 
Kuby Gottlieb wrote in part: "Whereas we recognize that the proposal offers liquidity and premium to the previously depressed stock price, we believe that the true value of the company is substantially higher. We have been patient investors in the company for almost nine years and believe that the company is finally in a position to generate the levels of profits that initially attracted us to their shares."
Rock of Ages announced on August 10 that net income for the second quarter of 2010 increased 9 percent to $1,561,000, or $.21 per share, which included costs associated with "the exploration of strategic options" and shareholder lawsuit expenses of $493,000, or $0.07 per share. For the second quarter of 2009, net income was $1,433,000, or $.19 per share. Revenue for this year's second quarter increased 2 percent to $14,663,000 compared to $14,424,000 for the second quarter of 2009.
Swenson Granite's Chairman Kurt Swenson is the former CEO of Rock of Ages and is its non-executive board chairman. Kurt Swenson and his brother Kevin Swenson are the largest individual shareholders, representing nearly 40 percent of voting shares. Together and with other associates they control about 81 percent of the voting shares. Swenson Granite had been Rock of Ages' parent company until the company went private in 1997 under the Rock of Ages tradename and based in Barre. 
In a statement announcing the deal, the company said: "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 committee’s 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 Granite’s 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 certain other members of Swenson Granite who are also Rock of Ages shareholders, 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. People’s 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. Its 600-foot deep quarry in Graniteville is a popular tourist destination.
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 Commission’s Web site athttp://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 SEC’s 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. 
Source: BARRE, Vt.--(BUSINESS WIRE)--10.18.2010
2 Shareholder Letters (Gottlieb and Kuby)
October 19, 2010
A letter, dated October 19, 2010 was sent from North Star Investment
Management Corporation to Rock of Ages Corporation via Express Delivery:-
October 19, 2010
The Board of Directors
Attn: Richard C. Kimball, Secretary
Rock of Ages Corp.
560 Graniteville Road
Graniteville, VT 05654
Dear Sirs & Madam,
North Star Investment Management Corporation is in support of the recently announced $ 5.25 a share merger agreement between Rock of Ages Corporation and Swenson Granite Corporation. Noth Star Investment Corporation intends to vote in favor of the merger and tender the shares for which the Firm holds voting authority.
Clients of Noth Star Investment Management Corporation affiliates may own shares of Rock of Ages Corporation. North Star Investment Management Corporation does not have dispositive or voting power of these shares. These clients may or may not retain ownership in Rock of Ages Corporation, vote in favor of the proposed transaction or tender their shares.
Sincerely,
__________________________ __________________________
Peter Gottlieb Eric Kuby
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: October 19, 2010
NORTH STAR INVESTMENT MANAGEMENT CORP.
By: /S/ PETER D. GOTTLIEB
----------------------------------
PETER D. GOTTLIEB, President & CEO
By: /S/ PETER G. CONTOS II
----------------------------------
PETER G. CONTOS II
June 28, 2010
The Board of Directors
Attn: Richard C. Kimball, Secretary
Rock of Ages Corp.
560 Graniteville Road
Graniteville, VT 05654
Dear Sirs & Madam,
At this point we are undecided as to the merits of the May 6, 2010
unsolicited proposal by Swenson Granite Company, LLC to purchase all
outstanding shares of Rock of Ages Corporation Common stock for a price
of $4.38 per share in cash. Whereas we recognize that the proposal offers
liquidity and premium to the previously depressed stock price, we believe
that the true value of the company is substantially higher. We have been
patient investors in the company for almost nine years and believe that
the company is finally in a position to generate the levels of profits
that initially attracted us to their shares. We are encouraged that the
Special Committee of Independent Rock of Ages Directors has engaged
Covington Associates LLC as its financial advisor to assist it in exploring
their strategic options including the Swenson Granite proposal. We look
forward to the results of the process that will recognize the full
potential of the company s assets and will reward all shareholders. Please
feel free to contact us if you wish to discuss this matter further.
Sincerely,
__________________________ __________________________
Peter Gottlieb Eric Kuby
 
From ROA Proxy statement July 9, 2010
 

AME AND ADDRESS OF BENEFICIAL OWNER (1)

 

SHARES OF CLASS B
COMMON STOCK
BENEFICIALLY OWNED

 

SHARES OF CLASS A
COMMON STOCK
BENEFICIALLY OWNED

 
 
 
 
 
 
 
 
 

 

 

NUMBER

 

PERCENT OF
CLASS

 

NUMBER (2)

 

PERCENT OF 
CLASS (2)

 

 

 

 

 

 

 

 

 

North Star Investment Management Corp. (3)
20 North Wacker Drive, Suite 1416
Chicago, IL 60606

 

-

 

-

 

739,551

 

15.4%

 

 

 

 

 

 

 

 

 

Kuby Gottlieb Special Value Fund, LP(4)
20 North Wacker Drive, Suite1416
Chicago, IL 60606

 

-

 

-

 

423,986

 

8.8%

 

 

 

 

 

 

 

 

 

Dimensional Fund Advisors, Inc (5)
1299 Ocean Avenue
Santa Monica, CA 90401

 

-

 

-

 

312,531

 

6.5%

 

 

 

 

 

 

 

 

 

Kevin C. Swenson (6)
47 Straws Point Road
Rye, NH 03870

 

1,023,489

 

39.3%

 

1,023,489

 

17.5%

 

 

 

 

 

 

 

 

 

Robert Pope
46 Grand View Farm Road
Barre, VT 05641-8335

 

144,875

 

5.3%

 

159,875

 

3.2%

 

 

 

 

 

 

 

 

 

Kurt M. Swenson (7) **

 

1,005,000

 

38.6%

 

1,135,000

 

19.5%

Richard C. Kimball **

 

29,126

 

1.1%

 

72,126

 

1.5%

Charles M. Waite **

 

29,126

 

1.1%

 

45,000

 

*

James L. Fox**

  

-

 

-

 

5,000

 

*

Frederick E. Webster Jr.**

 

-

 

-

 

5,000

 

*

Donald Labonte (8)**

 

-

 

-

 

35,000

 

*

Pamela G. Sheiffer**

 

-

 

-

 

5,000

 

*

Paul H. Hutchins(9)**

 

-

 

-

 

29,200

 

*

Laura A. Plude (10)**

 

-

 

-

 

15,000

 

*

All directors and executive officers as a group (9 persons)

 

1,063,252

 

38.8%

 

1,346,326

 

22.9%