MONTREAL, Aug. 25 /CNW Telbec/ - Boralex Power Income Fund (the "Fund")
announced today that, following receipt of the favourable recommendation
of a Special Committee of independent trustees, the Board of Trustees of
Boralex Power Trust (the "Board"), on behalf of the Fund trustee, has
unanimously determined (with non-independent trustees abstaining) that
the amended offer announced by Boralex Inc. ("Boralex") earlier today to
acquire all the issued and outstanding trust units of the Fund is fair
to unitholders of the Fund (other than Boralex) and is in the best
interests of the Fund and such unitholders. Consequently, the Board
unanimously recommends that unitholders of the Fund (other than Boralex)
accept Boralex's amended offer and tender their trust units of the Fund.
The Special Committee received from BMO Capital Markets an opinion to
the effect that, as of August 25, 2010, the consideration offered under
Boralex's amended offer is fair, from a financial point of view, to the
unitholders of the Fund (other than Boralex and its affiliates).
Pursuant to Boralex's amended offer, Boralex offers, at the election of
the unitholders of the Fund, $5.00 consideration per unit of the Fund in
the form of cash or 6.75% convertible unsecured subordinated debenture
of Boralex, in each case subject to proration.
The maximum amount of cash payable under the amended offer and any
compulsory acquisition or subsequent acquisition transaction will be
$90.6 million and the maximum aggregate principal amount of convertible
debentures will be $135.9 million. Unitholders who fail to make an
election will be deemed to have elected to receive consideration in the
form of convertible debentures. By way of example, if all unitholders
were to elect to receive the cash alternative, this will result in $2.00
in cash and 0.03 of a $100 principal amount of convertible debenture for
each unit under the amended offer and any compulsory acquisition or
subsequent acquisition transaction. The election to receive either cash
or convertible debentures will also be made available, prior to the
expiry time of the amended offer, to non-tendering unitholders on a
consolidated basis with the election of the tendering unitholders in
order to allow them a choice in the compulsory acquisition or subsequent
Previously, the consideration for the offer was limited to 0.05 of a
$100 principal amount of convertible debenture for each unit.
Boralex has also extended its offer until 7:00 p.m. (Montréal time) on
September 15, 2010.
A notice of change to the trustees' circular of the Fund describing the
reasons for the conclusion and recommendation of the Board will be
mailed promptly to unitholders. The notice of change to the trustees'
circular of the Fund will also be available on the SEDAR website at
Unitholders of the Fund may deposit their units at any time prior to
7:00 p.m. (Montréal time) on September 15, 2010. For assistance in
tendering units to the offer, unitholders are encouraged to contact
Georgeson Canada at 1-866-656-4104 (North American Toll Free Number).
Unitholders who have already deposited their units do not need to take
any further action to accept the amended offer but will have the
opportunity to make the election for cash or convertible debentures.
About Boralex Power Income Fund
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 megawatts ("MW"). The
Fund's units are listed on the Toronto Stock Exchange ("TSX") under the
SOURCE BORALEX POWER INCOME FUND
For further information: For further information:
|Mr Marc Jasmin|
Boralex Power Inc.