MONTREAL, May 19 /CNW Telbec/ - Boralex Inc. ("Boralex" or the "Corporation") today has filed with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission the offer and take-over bid circular (collectively the "Offer Documents") and commenced the mailing of the Offer Documents to the holders of units (the "Unitholders") of Boralex Power Income Fund (the "Fund"), formally commencing Boralex's offer to acquire (the "Offer") all of the issued and outstanding trust units in the capital of the Fund (the "Units") on the basis of 0.05 of a $100 principal amount of 6.25%, Convertible Unsecured Subordinated Debentures of Boralex (the Debentures"). As previously announced, Boralex and the Fund entered into a support agreement on May 3, 2010 providing for the terms of the Offer and the agreement by the board of trustees (the "Board of Trustees") of Boralex Power Trust, to recommend that Unitholders accept the Offer.
In addition, the Board of Trustees has prepared a Trustees' Circular in accordance with Canadian securities law requirements, which confirms that the special committee of independent trustees of Boralex Power Trust and the independent members of the Board of Trustees have unanimously determined, on behalf of the Fund trustee, that the Offer is fair to Unitholders other than Boralex and is in the best interest of the Fund and such Unitholders and unanimously recommend that such Unitholders accept the Offer and tender their Units. The Trustees' Circular was mailed concurrently with the Offer Documents.
Full details of the Offer are contained in the Offer Documents and the Trustees' Circular and Unitholders are encouraged to read the documents and to consider the important information contained therein. Copies of the Offer Documents and Trustees' Circular along with other relevant documents are available electronically at www.sedar.com. The Offer is open for acceptance until 7:00 p.m. (Montréal time) on June 28, 2010.
The number of underlying Class A shares of Boralex (the "Boralex Shares") issuable upon the conversion of the Debentures will be equal to a maximum of 13,323,529 Boralex Shares, which represents approximately 35.3% of the number of Boralex Shares currently outstanding, on a non-diluted basis. Applicable TSX rules provide that security holder approval will be required in those instances where the number of securities issued or issuable in payment of the purchase price for an acquisition exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. Security holder approval is to be obtained from a majority of holders of voting securities at a duly called meeting of security holders. In certain circumstances in which TSX requires security holder approval of a transaction, the listed issuer may be in a position to provide TSX with written evidence that holders of more than 50% of the voting securities of the listed issuer (other than those securities excluded as required by TSX) are familiar with the terms of the proposed transaction and are in favour of it.
Boralex has availed itself of the written evidence provision under section 604(d) of the TSX Company Manual. Consequently, the Corporation also announced today that it has obtained and submitted to the TSX written evidence of the authorization and approval of the issuance of the Debentures from shareholders of Boralex holding more than 50% of the issued and outstanding Boralex shares that are familiar with the terms of the Offer and are in favour of it, and, in accordance with applicable TSX rules, intends to rely on such written evidence to proceed with the issuance of the Debentures without holding a shareholder meeting to formally approve such issuance. No assurance can however be given that such written evidence will be satisfactory to the TSX or that the TSX will not require additional Boralex shareholder approval.
Material Terms of the Debentures
Each Debenture will be convertible into Boralex Shares at the option of the holder at any time prior to the close of business on the earlier of the maturity date and the business day immediately preceding the date specified by Boralex for redemption of the Debentures, at a conversion price of $17.00 per Boralex Share, being a ratio of approximately 5.88235 Boralex Shares per $100 principal amount of Debentures, subject to adjustment in certain events (including the payment of dividends by Boralex).
The Debentures will not be redeemable before the date that is three years from the date of issuance of the Debentures. On and after such date and prior to the date that is five years from the date of issuance of the Debentures, the Debentures will be redeemable at Boralex's option at par plus accrued and unpaid interest, provided that the weighted average trading price of the Boralex Shares on the TSX during the 20 consecutive trading days ending on the fifth trading day preceding the date on which notice of redemption is given is not less than 125% of the conversion price. On and after the date that is five years from the date of issuance of the Debentures, the Debentures will be redeemable at Boralex's option at any time at par plus accrued and unpaid interest.
Subject to any required regulatory approval and provided no event of default has occurred and is continuing, Boralex will have the option to satisfy its obligations to pay on redemption or maturity, the principal amount of and premium (if any) on the Debentures, in whole or in part, by delivering freely tradeable Boralex Shares.
All directors and officers ("Insiders") of Boralex have indicated an intention, as of the date hereof, to accept the Offer and tender all of their respective Units to the Offer. At the date of the Offer, Insiders of Boralex (other than Boralex itself) held together approximately 1.2% of the issued and outstanding Units on a non-diluted basis. Assuming all Insiders exercised their conversion right pursuant to the Debentures, they would receive approximately 201,206 Boralex Shares which represent less than 1% of Boralex's current outstanding capital.
This transaction will not have a material effect on the control of Boralex nor will it create a new control person who will hold more than 10% of the Boralex's outstanding capital.
Boralex has retained Georgeson to act as its information agent, TD Securities as its soliciting agent and Computershare Investor Services Inc. as depositary in connection with the Offer.
The Corporation also announced that, effective May 17, 2010, Mr. Pierre Seccareccia has left the Corporation's Board of Directors. Member of the Boralex Board since 2003, Mr. Seccareccia was previously managing partner for PricewaterhouseCoopers LLP, the Corporation's auditors. Given certain residual economic ties, Mr. Seccareccia is obliged to leave the Board of Directors because of U.S. rules regarding auditor independence, with which the auditors must comply in the context of the proposed acquisition by the Corporation of the Fund.
Mr. Bernard Lemaire, Executive Chairman of the Board of Directors, notes that "given technicalities associated with the U.S. rules on independence, the Board of Directors and Mr. Seccareccia regretfully decided that his resignation was necessary. On behalf of the Board, and given the circumstances, I wish to thank Pierre for his professionalism and dedication."
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 North-eastern 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.
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 MW. The Fund's units are listed on the Toronto Stock Exchange ("TSX") under the symbol BPT.UN.
More information will be available in the following hours at www.boralex.com or www.sedar.com.
FOR FURTHER INFORMATION
Unitholders should contact the Information Agent, Georgeson at 1-866-656-4104, for assistance in accepting the Offer and in depositing their Units. Units should be deposited under the Offer with the depositary, being Computershare Investor Services Inc. Unitholders whose Units are registered in the name of an investment advisor, stock broker, bank, trust company or other nominee should immediately contact that nominee for assistance if they wish to accept the Offer in order to take the necessary steps to be able to deposit such Units under the Offer.
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