Clean Power Income Fund announces offer from Macquarie Power & Infrastructure Income Fund



    TORONTO, April 16 /CNW/ - The Board of Trustees of Clean Power Operating
Trust ("CPOT"), the sole beneficiary of which is Clean Power Income Fund
("CPIF"), announced today that it had received a proposal (the "Offer") from
Macquarie Power & Infrastructure Income Fund ("MPT") to acquire all of the
outstanding units of CPIF. The Offer values each unit of CPIF at approximately
$6.28 per unit, based upon the last 20-day volume weighted average trading
price of MPT units and assuming payment of the maximum amount payable under
the contingency value receipt ("CVR") described below (assuming that no
refunds are received from Commonwealth Edison Company). MPT's proposal is
subject to CPIF, CPOT and MPT entering into a mutually acceptable support
agreement, the terms and conditions of which have been negotiated and are
similar to the terms in the support agreement entered into by CPIF and CPOT
with Algonquin Power Income Fund and Algonquin Power Trust (collectively,
"APIF") in connection with the APIF offer announced February 26, 2007 other
than CPIF will agree (a) not to solicit or pursue other offers and (b) to pay
MPT a break fee of $7,000,000 and reimbursement of its expenses to a maximum
of $1,500,000 under certain circumstances.
    The Offer is proposed to be made by way of a take-over bid with
consideration equal to (a) the issuance of 0.5581 trust units of MPT for each
CPIF trust unit (which represents an equivalent value of $6.09 based on the
last 20-day volume weighted average trading price of MPT units of $10.91) plus
(b) a CVR, which would entitle the holder, subject to certain conditions, to a
payment in cash of an amount of up to approximately $0.19 per CPIF unit;
provided that if refunds are received from Commonwealth Edison Company, the
maximum amount payable under the CVR would increase. The CVRs would represent
the right to receive an amount equal to 80% of: the amount of the
US$7.593 million reserve fund established by CPIF in connection with its sale
of Gas Recovery Systems, LLC; and any amounts received as refunds from
Commonwealth Edison Company, after reduction for certain claims and costs and
after specified adjustments. Unlike the APIF offer, the CVR under the MPT
Offer does not include any amount in respect of Erie Shores Wind Farm
qualifying for the Wind Power Production Incentive ("WIPPI"), as it has been
confirmed that it will receive the additional payments under the ecoEnergy
Renewal Power program, a successor to WIPPI.
    The Board of Trustees of CPOT has, upon the recommendation from its
Special Committee and after consultation with its financial and legal
advisors, determined that the Offer constitutes a "Competing Transaction" that
CPIF and CPOT are prepared to accept under the terms of the current support
agreement with APIF, subject to the rights of APIF under such agreement. Under
the terms of the APIF support agreement, APIF has the right to match any offer
made by another bidder before CPIF can enter into an agreement with that
competing bidder. Accordingly, CPIF has provided notice to APIF of the Offer
and has triggered APIF's right to match. APIF has until April 18, 2007 to
exercise that right. In the event that APIF does not exercise its right to
match, APIF will be entitled to a fee of $1,750,000 and reimbursements of its
expenses to a maximum of $850,000 from CPIF. MPT's proposal is conditional on
CPIF accepting MPT's support agreement on or before April 19, 2007, following
the termination, in accordance with its terms, of CPIF's support agreement
with APIF. In the event that CPIF does not accept MPT's proposed support
agreement within the specified period, CPIF has agreed to reimburse MPT for
the out-of-pocket expenses incurred by MPT in connection with its Offer up to
a maximum of $850,000.
    The proposed MPT offer represents a 15% premium over the $5.47 price
currently being offered for the units of CPIF under the APIF offer, based on
the last 20-day volume weighted average trading price of the APIF units and
the MPT units of $8.46 and $10.91, respectively, and including the maximum
amount payable under the contingency value receipt under each respective offer
(assuming no refunds are received from Commonwealth Edison Company).
    MPT has advised CPIF that it is not currently contemplating making an
offer for CPIF's outstanding 6.75% convertible debentures.
    Further notice will be provided following receipt of APIF's response to
the MPT Offer.

    About Clean Power

    Clean Power Income Fund is an open-ended investment trust that is
invested in 15 power generating facilities located in Québec, Ontario,
Alberta, British Columbia and four U.S. states with a total capacity of
303 MW. Three environmentally preferred technologies - windpower, waterpower
and biomass - deliver electricity almost exclusively under long-term sales
contracts and at minimal to zero fuel cost.
    Clean Power Income Fund is the first income fund to be certified under
the Government of Canada's Environmental ChoiceM Program. Clean Power Income
Fund's units and convertible debentures are listed and posted for trading on
the Toronto Stock Exchange under the symbols "CLE.UN" and "CLE.DB",
respectively.
    More information about Clean Power Income Fund can be found at
www.cleanpowerincomefund.com.

    Forward Looking Statements

    This press release may contain forward-looking statements within the
meaning of applicable securities legislation. Any statements that express or
involve discussions with respect to the Fund's expectations, beliefs,
intentions, future events or performance (often using words such as
"believes", "expects", "anticipates" or "intends" or stating that certain
actions, events or results "may", "could", "would", "might" or "will" be taken
or achieved) are not statements of historical fact, but are forward-looking
statements. Such forward-looking statements, by their nature, necessarily
involve known and unknown risks, uncertainties and other factors beyond the
Fund's ability to control or predict, that may cause the Fund's actual
results, performance or achievements to differ materially from the anticipated
results, performance or achievements expressed or implied by such
forward-looking statements. Investors and others should not place undue
reliance on these forward-looking statements as actual results could differ
materially from the forward-looking statements in this press release based on
risks associated with the unitholder value enhancement opportunities involving
third parties and other factors over which the Fund has no control including
the risks detailed from time to time in the documents filed by the Fund with
securities regulators. The Fund does not undertake or assume any obligation to
publicly update or revise any forward-looking statement, whether as a result
of new information, future events or any other reason.





For further information:

For further information: Clean Power Income Fund, 67 Yonge Street, 16th
Floor, Toronto, Ontario, M5E 1J8, (866) 430-6247, Fax: (416) 777-1190,
info@cleanpowerincomefund.com

Organization Profile

CLEAN POWER INCOME FUND

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890