MONTREAL, July 19 /CNW Telbec/ - Boralex Power Income Fund (the "Fund") announced today that, following receipt of the favourable recommendation of a Special Committee of independent trustees, the Board of Trustees of Boralex Power Trust (the "Board"), on behalf of the Fund trustee, has unanimously determined (with non-independent trustees abstaining) that the improved offer announced by Boralex Inc. ("Boralex") on July 12, 2010 to acquire all the issued and outstanding trust units of the Fund is fair to unitholders of the Fund (other than Boralex) and is in the best interests of the Fund and such unitholders. Consequently, the Board unanimously recommends that unitholders of the Fund (other than Boralex) accept Boralex's improved offer and tender their trust units of the Fund.
The notice of change to the trustees' circular of the Fund in relation to Boralex's improved offer, that was filed with the Canadian provincial securities regulatory authorities and that will be mailed to unitholders shortly, describes the reasons for the conclusion and recommendation of the Board, which include, among others:
- Fairness Opinion from BMO Capital Markets. The Special Committee
received from BMO Capital Markets an updated opinion to the effect
that, as of July 14, 2010, the consideration offered under Boralex's
improved offer is fair, from a financial point of view, to the
unitholders of the Fund (other than Boralex and its affiliates). In
addition, the Special Committee received from BMO Capital Markets an
updated 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 convertible debentures offered under
Boralex's improved offer is in the range of $103 to $107 per $100
principal amount (as compared to a fair market value of the convertible
debentures offered under Boralex's original offer, as of May 3, 2010,
in the range of $98 to $101 per $100 principal amount).
- Terms of the Convertible Debentures. The improved consideration offered
in the form of convertible debentures of Boralex provides unitholders
of the Fund with (i) an attractive 6.75% coupon, (ii) additional
stability compared to trust units or common shares as the convertible
debentures will be senior in rank to shares of Boralex and are issued
at a fixed principal amount, (iii) significant exposure to upside in
the shares of Boralex through the conversion feature due to the reduced
conversion price particularly given that Boralex currently does not pay
dividends, and (iv) liquidity, as the convertible debentures are
expected to be listed for trading on the Toronto Stock Exchange.
- Attributes of the Combined Entity. The combined entity will benefit
from an improved asset diversification and growth prospects with a
power production capacity of 600 MW split between 38 facilities in
Canada, the United States and France. The largest facility will account
for less than 9% of the total power production capacity while the
average facility will account for less than 3% of the total power
production capacity. This compares to approximately 24% for the Fund's
largest facility currently and to 10% for the Fund's average facility,
with 10 facilities in operation. The combined entity will also benefit
from the seasoned management team of Boralex, which currently
administers the Fund through Boralex Power Inc.
- Likelihood of Receiving a Superior Proposal. Under the support
agreement with Boralex, the Board has retained the ability to consider
a competing "acquisition proposal" not solicited by it which the Board
believes, in the exercise of its fiduciary duties, represents, or could
reasonably be expected to lead to, a "superior proposal", as such terms
are defined in the support agreement. The Board can recommend a
"superior proposal" and terminate the support agreement, subject to
Boralex's right to match or be paid a termination fee of $6,795,000.
Since the public announcement of Boralex's original offer on May 3,
2010, the Fund has not been approached by any third-party interested in
obtaining non-public information or submitting a binding proposal to
purchase all outstanding trust units of the Fund.
Unitholders of the Fund who have already deposited their trust units do not need to take any further action to accept Boralex's improved offer. Unitholders of the Fund who have not yet deposited their trust units may deposit their trust units at any time prior to 7:00 p.m. (Montréal time) on July 30, 2010. For assistance in tendering trust units to Boralex's improved offer, the Fund's unitholders are encouraged to contact Georgeson Canada at 1-866-656-4104 (North American Toll Free Number).
About Boralex Power Income Fund
Boralex Power Income Fund (the "Fund") is an unincorporated open-ended trust that indirectly owns ten power generating stations located in the province of Québec and in the United States producing energy from different sources including wood-residue or natural gas thermal and cogenerating facilities as well as hydroelectric power stations. In total, these power stations have an installed capacity of 190 megawatts ("MW"). The Fund's units are listed on the Toronto Stock Exchange ("TSX") under the symbol BPT.UN.
SOURCE BORALEX POWER INCOME FUND
For further information: For further information: Mrs. Patricia Lemaire, Director, Public Affairs and Communications, Boralex Power Inc., (514) 985-1353, firstname.lastname@example.org