Alterra Power Announces Receipt of Interim Court Order, Special Meeting of Shareholders and Mailing of Information Circular
16 Nov, 2017, 18:40 ET
VANCOUVER, Nov. 16, 2017 /CNW/ - Alterra Power Corp. ("Alterra") announces that it has been granted an interim order from the British Columbia Supreme Court authorizing (a) the holding of a special meeting of Alterra shareholders to consider the proposed plan of arrangement (the "Arrangement") whereby Innergex Renewable Energy Inc. ("Innergex") will acquire all of the issued and outstanding shares of Alterra, (b) the mailing of a management information circular and (c) various other matters relating to the Arrangement.
The special meeting of Alterra shareholders to consider the Arrangement will be held on Thursday, December 14, 2017 at 2:00 p.m. (Vancouver time) in the Cristal Room of the Metropolitan Hotel, 645 Howe Street, Vancouver, British Columbia, V6C 2Y9. Shareholders of record as of the close of business on November 7, 2017 will be eligible to vote at the special meeting. The Arrangement is subject to approval of at least two thirds of Alterra's common shares represented in person or by proxy at the special meeting.
Alterra has prepared a management information circular with respect to the Arrangement which is being mailed today to shareholders of record. The information circular is also available on SEDAR (www.sedar.com) and the Alterra website (www.alterrapower.ca).
Alterra's board of directors, having received a unanimous recommendation from a special committee comprised solely of independent Alterra directors, has unanimously determined that the Arrangement is in the best interests of Alterra and that the consideration to be received by Alterra's shareholders pursuant to the Arrangement is fair. The board unanimously recommends that shareholders vote for the Arrangement.
About Alterra Power Corp.
Alterra Power Corp. is a global renewable energy company that manages operations of eight power plants totalling 825 MW of hydro, wind, geothermal and solar generation capacity in Canada, the USA and Iceland. Alterra owns a 364 MW share of this capacity, generating over 1,500 GWh of clean power annually.
Alterra is also constructing the 200 MW Flat Top wind project in central Texas, which is expected to be in operation in the first half of 2018 (51% owned by Alterra). Upon the completion of Flat Top, Alterra will operate nine power plants totalling 1,025 MW of capacity and will own a 465 MW share of this capacity, generating almost 2,000 GWh of clean power annually. Alterra also has an extensive portfolio of development projects and a skilled team of developers, builders and operators to support its growth plans.
Alterra trades on the Toronto Stock Exchange under the symbol AXY.
About Innergex Renewable Energy Inc.
Innergex develops, owns and operates run-of-river hydroelectric facilities, wind farms and solar photovoltaic farms and carries out its operations in Quebec, Ontario and British Columbia, Canada, France and Idaho, U.S. Its portfolio of assets currently consists of: (i) interests in 52 operating facilities with an aggregate net installed capacity of 1,078 MW (gross 1,781 MW), including 31 hydroelectric facilities, 20 wind farms and one solar farm; (ii) interests in two projects under construction with a net installed capacity of 46 MW (gross 66 MW), for which power purchase agreements have been secured; and (iii) prospective projects with an aggregate net capacity totalling 3,560 MW (gross 3,940 MW). Innergex is rated BBB- by S&P.
Innergex's strategy for building shareholder value is to develop or acquire high-quality facilities that generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital and to distribute a stable dividend.
Innergex trades on the Toronto Stock Exchange under the symbol INE.
Cautionary Note regarding Forward-Looking Statements and Information
This press release contains statements that are "forward-looking information" within the meaning of Canadian securities legislation including, but not limited to, shareholder approval of the Arrangement.
Forward-looking statements are based on certain key expectations and assumptions made by Alterra, including expectations and assumptions concerning: economic and financial conditions; project performance; and the timing of receipt of the requisite shareholder, court, regulatory and other third-party approvals for the Arrangement. Although Alterra believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Alterra can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, they are by their very nature subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the renewable energy industry in general such as execution of strategy; ability to develop Innergex's and Alterra's projects on time and within budget; capital resources; derivative financial instruments; current economic and financial condition; hydrology and wind regime; geothermal resources and solar irradiation; construction, design and development of new facilities; performance of existing projects; equipment failure; interest rate and refinancing risk; currency exchange rates; variation in merchant price of electricity, risk associated with the near term maturity of Alterra's holding company (Sweden) bond; financial leverage and restrictive covenants; and relationship with public utilities.
There are also risks inherent to the Arrangement, including incorrect assessments of the value of Innergex or Alterra; failure to satisfy the closing conditions; exercise of termination rights by Innergex or Alterra; failure to obtain the requisite shareholder, court, regulatory and other third-party approvals, including approval by the Competition Bureau, the Federal Energy Regulatory Commission (FERC), the Federal Trade Commission and similar authorities in other jurisdictions, as well as the Toronto Stock Exchange. Accordingly, there can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The Arrangement could be modified, restructured or terminated. There can also be no assurance that the strategic, operational or financial benefits expected to result from the Arrangement will be realized.
If the Arrangement is not completed, and Alterra continues as a separate entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Alterra to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, distributors, suppliers and partners), operating results and businesses generally, and could have a material adverse effect on the current and future operations, financial condition and prospects of Alterra. Furthermore, the failure of Alterra to comply with the terms of the arrangement agreement dated October 30, 2017 with Innergex which governs the Arrangement may, in certain circumstances, result in Alterra being required to pay a fee to Innergex, the result of which could have a material adverse effect on Alterra's financial position and results of operations and its ability to fund growth prospects and current operations.
Alterra is relying on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the shareholder, court, regulatory and other third-party approvals or consents and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory or court approvals in a timely manner or the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release concerning these times.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Alterra are included in Alterra' annual information form filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com).
The forward-looking statements contained in this press release are made as of the date hereof and Alterra undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Alterra Power Corp.
For further information: Luke Pangman, 604 235-6706, [email protected]
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