MONTREAL, July 19 /CNW Telbec/ - Boralex Inc. ("Boralex" or "Corporation") has filed with Canadian securities regulatory authorities and the U.S. Securities Exchange Commission the notice of extension and variation (the "Notice") and amended letter of acceptance and transmittal (the "Letter of Transmittal") and commenced the mailing of the Notice to holders of units (the "Unitholders") of Boralex Power Income Fund (the "Fund"), formally extending and varying Boralex's offer to acquire (the "Offer") all of the issued and outstanding trust units (the "Units") in the capital of the Fund (except for the outstanding class B limited partnership units of Boralex Power Limited Partnership together with the special voting unit of the Fund associated therewith) on the basis of 0.05 of a $100 principal amount of 6.75% convertible unsecured subordinated debentures of Boralex (the "Debentures").
Boralex significantly improved the Offer in light of changing market conditions by increasing the annual interest rate to 6.75% per annum on the Debentures (instead of 6.25% per annum) and by decreasing the conversion price to $12.50 per Class A share of Boralex (the "Boralex Shares") (instead of $17.00 per Boralex Share).
Each Debentures will be convertible into Boralex Shares at the option of the holder at any times prior to the close of business on the earlier of the maturity date and the business day immediately preceding the date specified by Boralex for redemption of the Debentures, at a conversion price of $12.50 per Boralex Share, being a ratio of eight Boralex Shares per $100 principal amount of Debentures, subject to adjustment in certain events (including the payment of dividends by Boralex).
The Debentures under the improved Offer provide Unitholders with (i) an attractive 6.75% coupon; (ii) additional stability compared to trust units or common shares as the Debentures will be senior in rank to Boralex Shares and are issued at a fixed principal amount; (iii) significant exposure to the upside in the Boralex Shares through the conversion feature given the reduced conversion price and given that Boralex does not currently pay dividends; and (iv) liquidity, as the Debentures are expected to be listed for trading on the Toronto Stock Exchange.
Upon request from the special committee of independent trustees of Boralex Power Trust, BMO Capital Markets prepared an updated opinion to the effect that, as of July 14, 2010, the consideration offered under the improved Offer is fair, from a financial point of view, to the Unitholders (other than Boralex and its affiliates). In addition, BMO Capital Markets updated its formal valuation prepared in accordance with the requirements of Multilateral Instrument 61-101 to the effect that, as of July 14, 2010, the fair market value of the Debentures is in the range of $103 to $107 per $100 principal amount (as compared to a fair market value of the Debentures in the range of $98 to $101 per $100 principal amount under the original Offer).
Further details of the Offer are contained in the Notice and Letter of Transmittal. Unitholders are encouraged to read the documents and to consider the important information contained therein. Copies of the Notice and the Letter of Transmittal along with other relevant documents are available electronically at www.sedar.com. The Offer is open for acceptance until 7:00 p.m. (Montréal time) on July 30, 2010.
Unitholders of the Fund who have already deposited their Units into the Offer do not need to take any further action to accept the Offer. Unitholders of the Fund who have not yet deposited their Units in acceptance of the Offer may deposit their Units to the Offer at any time prior to 7:00 p.m. (Montréal time) on July 30, 2010.
Boralex is a major independent power producer whose core business is the development and operation of power stations that generate renewable energy. Employing over 300 people, the Corporation operates 28 power stations with a total installed capacity of 410 megawatts ("MW") in Canada, in the Northeastern United States and in France. In addition, the Corporation has, alone or with its European and Canadian partners, power projects under development that will add close to 300 MW of power, of which almost 100 MW will come online by the end of fiscal 2010. Boralex is distinguished by its diversified expertise and in-depth experience in three power generation segments - wind, hydroelectric and thermal. Boralex also holds a 23% interest in Boralex Power Income Fund, which has 10 power stations with a total installed capacity of 190 MW in Québec and the United States. These sites are managed by Boralex. Boralex shares are listed on the Toronto Stock Exchange (TSX) under the ticker symbol BLX. More information is available at www.boralex.com or www.sedar.com.
Certain statements in this press release and the notice extension are forward looking statements and are prospective in nature. Forward looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "except", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue" or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the Offeror's expectations include, among other things, general business and economic conditions and competition within those markets in which the Fund serves as well as specific risks relating to the Fund, such as risks relating to the industries in which the Fund is active generally, conflict policies and general economic conditions and other risks identified in the Fund's public filings. Such forward-looking statements should, therefore, be construed in light of such factors and the Offeror is under no obligation and expressly disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. The Offeror has filed the notice of extension with the SEC and with Canadian securities regulators. The Fund's unitholders are strongly encouraged to read these and other documents filed with the SEC or Canadian securities regulators in their entirety when they become available, as they will contain certain important information. The Fund's unitholders will be able to obtain all documents filed by the Fund or the Offeror with the SEC and Canadian securities regulators related to the tender offer for no charge at the SEC's website at www.sec.gov or at www.sedar.com.
SOURCE Boralex Inc.
For further information: For further information: Ms. Patricia Lemaire, Director, Publics Affairs and Communications, Boralex Inc., 514-985-1353, firstname.lastname@example.org