UPDATE 2-RBC to pay $2.5 mln for proxy violations over Rural/Metro sale

Wed Aug 31, 2016 2:03pm EDT
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(Adds details about SEC settlement, related lawsuit, RBC comment, Rural/Metro declining to comment)

By Suzanne Barlyn

Aug 31 (Reuters) - A Royal Bank of Canada unit has agreed to pay $2.5 million for causing false and misleading disclosures in a proxy statement for the sale of ambulance company Rural/Metro Corp, the U.S. Securities and Exchange Commission said on Wednesday.

RBC Capital Markets LCC, in settling the case, neither admitted nor denied the allegations, the SEC said.

"We are pleased to resolve this matter and put this behind us," an RBC spokeswoman said. A spokesman for Rural/Metro, acquired last year by Envision Healthcare Holdings Inc, declined comment.

RBC was the lead financial adviser to Scottsdale, Arizona-based Rural/Metro and received a $500,000 fee for an opinion it presented to the ambulance company's board in 2011, which was considering the company's sale to a private equity firm.

An SEC investigation found that RBC's presentation included "materially false and misleading statements," making the bid look more attractive. The presentation also caused the information to be included in a proxy statement filed by Rural/Metro in May 2011 to solicit shareholder approval for the sale, the SEC said.

RBC's actions leading up to the sale were challenged in a lawsuit by former Rural/Metro shareholders that triggered concerns on Wall Street about the potential liability of financial advisers in merger deals where a board mishandled a company's sale.

In 2014, a Delaware court ordered RBC to pay $76 million in damages to the former shareholders, after finding the firm liable for convincing Rural/Metro's board to rush into a $438 million buyout led by private equity firm Warburg Pincus.   Continued...