TSX.V Symbol: "WND"
OTCQX Symbol: "WNDEF"
Issued and Outstanding: 68,427,401
VANCOUVER, Sept. 12, 2012 /CNW/ - Western Wind Energy Corp. - (the "Company" or "Western Wind") (TSX Venture Exchange - "WND")
(OTCQX - "WNDEF") demands that Savitr immediately retract its September
12, 2012 News Release that makes serious material misstatememts about
the Glass Lewis Report.
In the Savitr News Release dated September 12, 2012, it falsely states
that Glass Lewis said "In its analysis Glass Lewis clearly acknowledges the governance and
management oversight problems that have led to significant value
destruction at Western Wind under Jeff Ciachurski."
The above statement was never mentioned at all, by Glass Lewis. This
demonstrates the highly desparaging, false and misleading proxy
campaign undertaken by Savitr Capital.
The Glass Lewis Report, was prepared by one of the two largest
independent proxy advisory firms in the world, that represent $15
Trillion in funds under management, by institutional investors.
The Glass Lewis Report highlights, on its front page, a "Yes" vote for each one of the current Western Wind board members and a "Do Not Vote" for each of the dissident nominees.
On the second page, the Report highlights factual Company and trading
information including the fact that in the 5-year period, the share
price is up 134%, and the 3-year period is up 84% followed by the
1-year period which is up 64%.
The Glass Lewis Report states the 17 largest shareholders, of which
Savitir is not one, and Jeff Ciachurski is number 4, (Glass Lewis
double counts Brookfield and Goodman as 1 and 2) which makes Jeff
Ciachursski the third largest shareholder.
The Glass Lewis Report goes into dialogue about some of the dissident's
concerns and frames it around a paragraph titled "Market Practice" which states verbatim:
"We note that the Company is listed on the TSX Venture Exchange and is
therefore subject to less stringent corporate governance and disclosure
requirements than firms listed on the TSX. Venture firms, for example,
are required by the TSX to maintain an audit committee consisting of
only a majority of independent members, rather than an entirely
independent membership, and are not required to operate standing
compensation or corporate governance/nominating committees. However,
Glass Lewis believes venture firms should not always be permitted to
follow such relaxed governance standards, particularly with regard to
the Company's audit and compensation committees. Our concerns regarding
these issues are discussed in further detail below."
At the complete end of the Report, the final conclusion states verbatim:
"In conclusion, we believe the Dissident has raised several notable
concerns regarding the motivation of the board and management to pursue
a sale of the Company, including unwillingness to engage with an
apparently well qualified buyer in late 2011 and failure to provide
updates regarding a review of strategic alternatives that begin in the
fall of 2011. Further, we have number of outstanding concerns regarding
corporate governance at the Company, including issues with independence
and conflicts of interest that are also cited by the Dissident.
Alternatively, we expect the current board and management possess
greater knowledge of the Company and its assets and we see that they
have taken a number of steps toward a sale of the Company. Notably, the
board has retained financial advisors that have undertaken a
solicitation effort and the Company states that a select number of
parties will soon be invited to engage in more detailed discussions
with management. The Company has also provided disclosure regarding the
structure and potential timing of the process that serve to bolster its
credibility, in our view. Ultimately, we expect the current board and
management are best positioned to oversee a sale of the Company in a
timely and efficient manner and we believe electing the Dissident
nominees could be disruptive to this process.
Taking the above factors together, we believe that shareholders would be
well served by the additional independent oversight that could be
provided by a Dissident nominee serving on the board, while continuing
the sale process that is already underway.
However, the election of the Dissident nominees is by slate and
advocating for any of the Dissident nominees would require advocating
for the replacement of all five current directors with the five
Dissident nominees. In this case, we do not believe the Dissident's
concerns or level of ownership interest in the Company warrant
supporting its entire slate of nominees at this time.
Accordingly, we recommend that shareholders vote FOR all management nominees."
In addition to Western Wind demanding Savitr retract its September 12,
2012 News Release, Western Wind is currently seeking immediate specific
legal remedy regarding Savitr's illegal and misleading use of its logo
and trademark on its dissident proxy in a manner that makes retail
shareholders believe they are voting for the current board. Further,
Western Wind is receiving numerous phone calls from shareholders who
are complaining that Savitr is not disclosing itself as Savitr on
dissident proxy solicitation phone calls. Rather, the phone room run
by Savitr is at times stating that they are shareholders of Western
Wind or shareholders itself.
Mr Jeff Ciachurski states "the misleading conduct of Savitr will not be tolerated by the Western
Wind shareholders and the actions by Savitr completely disrupt and
abuse the democratic process that has been available to public
companies for many years. Unfortunately Savitr has blown all its chances to present a singular
independent dissident nominee to Western Wind as recommended by Glass
Lewis. Rothschild has sent materials to over 50 potential buyers
worldwide and 16 are conducting detailed due diligence in the data room
now or negotiating their access agreements. "
Western Wind urges shareholders to support the current Board of
Directors and the sale process currently underway. Vote only the YELLOW
proxy and ensure Western Wind receives it prior to Friday, September
21, 2012 at 10:00 a.m. (Vancouver Time). Please do not vote using the
dissident proxy. Western Wind's letters to shareholders, management information circular
and other proxy materials can be found on Western Wind's website: www.westernwindenergy.com. Please check the website regularly for current information regarding
the sale process and the shareholder meeting.
If you have any questions and/or need assistance in voting your shares,
please call Laurel Hill Advisory Group LLC at 1-877-452-7184 or via
email at firstname.lastname@example.org.
ABOUT WESTERN WIND ENERGY CORP.
Western Wind is a vertically integrated renewable energy production
company that owns and operates wind and solar generation facilities
with 165 net MW of rated capacity in production, in the States of
California and Arizona. Western Wind further owns substantial
development assets for both solar and wind energy in the U.S. The
Company is headquartered in Vancouver, BC and has branch offices in
Scottsdale, Arizona and Tehachapi, California. Western Wind trades on
the Toronto Venture Exchange under the symbol "WND", and in the United
States on the OTCQX under the symbol "WNDEF".The Company owns and
operates three wind energy generation facilities in California, and one
fully integrated combined wind and solar energy generation facility in
Arizona. The three operating wind generation facilities in California
are comprised of the 120MW Windstar, the 4.5MW Windridge facilities in
Tehachapi, and the 30MW Mesa wind generation facility near Palm
Springs. The facility in Arizona is the Company's 10.5MW Kingman
integrated solar and wind facility. The Company is further developing
wind and solar energy projects in California, Arizona, and Puerto Rico.
ON BEHALF OF THE BOARD OF DIRECTORS
Jeffrey J. Ciachurski
President & Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain statements that may be considered
"forward-looking statements, such as references to the intended sale of
Western Wind and its assets. Forward looking statements are statements
that are not historical facts and are generally, but not always,
identified by the words "expects", "plans", "anticipates", "believes",
"intends", "estimates", "projects", "potential" and similar
expressions, or that events or conditions "will", "would", "may",
"could" or "should" occur. The forward-looking statements in this press
release include statements regarding the intention of the Company to
complete the sale of the Company or its assets and the development of
the Yabucoa Project. The forward-looking statements included in this
press release are based on reasonable assumptions, including that the
Company will be able to successfully identify a prospective buyer,
negotiate the terms of sale and satisfy all conditions required to
complete the sale, and that the Company will be able to successfully
develop the Yabucoa Project as anticipated or at all. Factors that may
cause results to vary from anticipations include the risk that the
Company is not able to successfully develop the Yabucoa Project, that
the Company may not be able to successfully identify a buyer, negotiate
acceptable terms or obtain all applicable government, regulatory and
shareholder consents required to complete the sale, that the terms of
those consents may not be acceptable to the Company, or, assuming the
Company is able to successfully complete the sale, the Company is not
able to achieve expected results following such sale. Although Western
Wind believes the expectations expressed in the forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance and actual results may differ
materially from those contained in forward looking statements. Forward
looking statements are based on the beliefs, estimates and opinions of
Western Wind's management on the date the statements are made. Western
Wind undertakes no obligation to update these forward-looking
statements in the event that management's beliefs, estimates or
opinions, or other factors, should change, except as required by law.
SOURCE: Western Wind Energy
For further information:
Investor Relations Contact: Lawrence Casse at AlphaEdge
Tel: (416) 992-7227