MONTREAL, July 12 /CNW Telbec/ - Boralex Inc. ("Boralex" or the "Corporation") significantly improves its offer to acquire all the issued and outstanding trust units of Boralex Power Income Fund (the "Fund") in light of changing market conditions by increasing the annual interest rate to 6.75% per annum on the convertible debentures (instead of 6.25% per annum), and by offering a conversion price of $12.50 per Boralex share (instead of $17.00) and has extended its offer until 7:00 p.m. (Montréal time) on July 30, 2010.
Patrick Lemaire, President and Chief Executive Officer of Boralex, stated, "We firmly believe that the combination of these two entities is favourable to unitholders of the Fund as well as shareholders of Boralex and will be beneficial to Boralex' growth."
More precisely, the offer has been improved by amending the terms and conditions of the convertible unsecured subordinated debentures of Boralex (the "Debentures") such that (a) the Debentures will bear interest from the date of issue at 6.75% per annum, which will be payable semi-annually in arrears on June 30 and December 31 in each year, commencing on December 31, 2010; and (b) the conversion price will be $12.50 per Boralex share being a conversion rate of approximately 8.0 Boralex shares (instead of 5.88235 Boralex shares) for each $100 principal amount of Debentures.
Boralex has also extended its offer until 7:00 p.m. (Montréal time) on July 30, 2010, unless the offer is otherwise extended or withdrawn by Boralex. Boralex was advised by Computershare Investor Services Inc., in its capacity as depositary under the offer, that the number of units tendered under the offer was such that the minimum tender condition of at least 66 2/3% of the Units, together with Units and other securities exchangeable into Units held by Boralex or any of its associates, affiliates or subsidiaries, has not been satisfied. Therefore, Boralex has not yet taken up any units tendered under the offer.
Aside from the above-described variation and extension, the terms and conditions of the offer described in Boralex's offer and take-over bid circular dated May 18, 2010, as extended by Boralex on June 28, 2010, remain unchanged.
A formal notice of variation and extension will be mailed promptly to the Fund's unitholders. The notice of variation and extension will also be available on the SEDAR website at www.sedar.com and on the EDGAR website at www.sec.gov.
Unitholders of the Fund who have already deposited their Units 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 at any time prior to 7:00 p.m. (Montréal time) on July 30, 2010. For assistance in tendering Units to the Offer, the Fund's unitholders are encouraged to contact Georgeson Canada at 1-866-656-4104 (North American Toll Free Number).
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