/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
TORONTO, March 20, 2019 /CNW/ - Crius Energy Trust (the "Trust" or "Crius Energy") (TSX: KWH.UN) is pleased to announce that both Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have recommended that unitholders of Crius Energy ("Unitholders") vote "FOR" the proposed special resolution (the "Transaction Resolution") approving the Vistra Transaction (as defined herein).
If the Transaction Resolution is approved, and the other closing conditions described in the purchase agreement are satisfied or waived, Vienna Acquisition B.C. Ltd., a wholly-owned subsidiary of Vistra Energy Corp., will indirectly through the purchase of certain subsidiaries of the Trust, acquire the assets and assume the liabilities of the Trust (the "Vistra Transaction"). The Trust will redeem all outstanding trust units of the Trust (each, a "Unit") promptly following completion of Vistra Transaction and Unitholders will be entitled to receive cash consideration of C$8.80 per Unit upon the redemption of their Units.
Full details of the Vistra Transaction are included in a management information circular of the Trust, which has been mailed to Unitholders of record as of February 25, 2019 in connection with the Meeting (as defined herein) being held to, among other things, approve the Transaction Resolution and is also available on SEDAR (www.sedar.com) under the Trust's issuer profile.
ISS and Glass Lewis are two leading independent proxy advisory firms who make voting recommendations to their subscribers, including institutional investors.
In reaching its conclusion, ISS noted: "The proposed transaction makes sense as current Unitholders get to exit their investment at a significant premium. Furthermore, the cash consideration provides certainty of value. Given that the Trust went through a prolonged and extensive strategic review and sales process, which included a partial auction, it appears that the sale of the Trust may represent the best alternative for the Trust's current unitholders. In light of the above and absence of significant governance concerns, unitholder approval of this resolution is warranted".
Glass Lewis also noted: "… investors have been provided reason to conclude Crius was fully marketed and that the resulting value represents a reasonable exit point".
Crius Energy Meeting
The special meeting of Unitholders (the "Meeting") is scheduled to be held at 8:30 a.m. (Toronto time) on March 28, 2019 at the offices of Bennett Jones LLP, One First Canadian Place, Suite 3400, Toronto, Ontario, M5X 1A4, Canada.
YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
How to Vote
Unitholders are encouraged to vote today using the internet or telephone to ensure votes are received in a timely manner.
Registered unitholders may vote by (units held in own name and represented by a physical certificate):
- Internet: www.investorvote.com
- Telephone: 1-866-732-8683
Beneficial unitholders may vote by (units held with a broker, bank or other intermediary):
- Internet: www.proxyvote.com
- Telephone: 1-877-452-7184
Unitholder Questions and Voting Assistance
If you have any questions or require assistance with voting your Crius Energy units, please contact our proxy solicitor:
Laurel Hill Advisory Group
1-877-452-7184 toll-free in North America (1-416-304-0211 collect outside North America)
About Crius Energy Trust
With more than 1 million residential customer equivalents, Crius Energy provides competitive electricity and natural gas products to residential and commercial customers in 19 states and the District of Columbia in the United States. Crius Energy sells energy products through a family of brands strategy utilizing a multi-channel sales approach including exclusive partnerships, direct-to-consumer channels, and broker marketing channels. Crius Energy offers consumers a broad suite of energy products and services including fixed and variable contracts, renewable energy, and bundled products to support their energy needs beyond what is offered by their local utility.
The Trust intends to continue to qualify as a "mutual fund trust" under the Income Tax Act (Canada) (the "Tax Act"). The Trust will not be a "SIFT trust" (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any "non-portfolio property" (as defined in the Tax Act). Material information pertaining to Crius may be found on SEDAR (www.sedar.com) under Crius Energy's issuer profile or on Crius Energy's website at www.criusenergytrust.ca.
Caution Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") including, without limitation, statements relating to the date of the Meeting; approval of the Transaction Resolution; satisfaction or waiver of the closing conditions in the purchase agreement; the timing and ability of the parties to close the Vistra Transaction; the benefits of the Vistra Transaction. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. All forward-looking statements reflect the Trust's beliefs and assumptions based on information available at the time such statements were made. Actual results or events may differ from those predicted, assumed or inferred in forward-looking statements. All of the Trust's forward-looking statements are qualified by: (i) the assumptions that are stated or inherent in such forward-looking statements; (ii) the risks described in the sections entitled "Risk Factors" and "Forward-Looking Statements" in the annual information form of the Trust for the fiscal year ended December 31, 2018, dated March 14, 2019, which is available on SEDAR (www.sedar.com) under the Trust's issuer profile and on the Trust's website (www.criusenergytrust.ca). Forward looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Although the Trust has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Trust 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 in accordance with applicable securities laws.
SOURCE Crius Energy Trust
For further information: Michael Fallquistm, Chief Executive Officer, Crius Energy Trust, (203) 663-7545; Roop Bhullar, Chief Financial Officer, Crius Energy Trust, (203) 883-9900; Kelly Castledine, Investor Relations, Crius Energy Trust, (416) 644-1753