Brookfield renewable to make all-cash offer to acquire Western Wind Energy Corp
Monday, Nov 26, 2012Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield Renewable") today announced its intention to commence an offer (the "Offer") to acquire all of the issued and outstanding Common Shares of Western Wind Energy Corp. ("Western Wind" or the "Company") for cash consideration of $2.50 per share ("Price").
The Price represents a significant premium of 110% to the $1.19 per Common Share closing price on the TSXV on July 27, 2012 (the last trading day prior to Western Wind's announcement of its sale process) and 20% to the $2.09 per Common Share closing price on the TSXV on August 28, 2012 (the last trading day prior to Brookfield Renewable announcing the acquisition of 16.2% of the outstanding Common Shares of Western Wind for $2.25 per share).
Background to the Offer
On July 30, 2012, Western Wind announced that effective immediately it was commencing a sale process for the Company. On August 28, 2012, Brookfield Renewable acquired 16.2% of the outstanding Common Shares in a single transaction and approached Western Wind regarding participation in its sale process. Since that time, no offer has been presented to Shareholders of Western Wind and Brookfield Renewable could not reach agreement with the Company for participation in the sale process. Accordingly, after discussions with a number of other Shareholders, Brookfield Renewable decided to make the Offer.
While Brookfield Renewable has completed a substantial amount of analysis based on Western Wind's public disclosure, the Offer is being made without the benefit of detailed due diligence or negotiations with the Board of Directors of Western Wind regarding the terms on which the Board would recommend the Offer to Shareholders. Brookfield Renewable would welcome the opportunity to work with the Board of Western Wind and its advisors towards a Board-supported transaction.
Brookfield Renewable is a well-capitalized, experienced operator and developer of renewable power assets with approximately 5,300 MW of generating capacity, nearly 800 MW of which is wind power. Brookfield Renewable is uniquely positioned to assess the value of Western Wind's assets.
Terms and Conditions of the Offer
Under the terms of the Offer, Brookfield Renewable would acquire, through WWE Equity Holdings Inc., an indirect wholly-owned subsidiary, all of the issued and outstanding Common Shares of Western Wind (excluding those it already owns) for $2.50 in cash per Common Share.
Brookfield Renewable owns and controls 11,004,609 Common Shares of Western Wind, representing approximately 15.9 percent of the issued and outstanding Common Shares, and 319,741 warrants that, if exercised, would represent approximately an additional 0.5 percent of the presently issued and outstanding Common Shares.
The Offer includes Common Shares that may become issued and outstanding after the date of the Offer but before the expiry time of the Offer upon the exercise of options granted under Western Wind's stock option plans or upon the exercise of Western Wind's share purchase warrants.
Full details of the Offer will be included in the formal offer and take-over bid circular to be filed with securities regulatory authorities and mailed to Shareholders. The Offer documents will be accessible under Western Wind's profile on SEDAR beginning on November 26, 2012. The Offer will be open until January 28, 2013 at 5:00 p.m. EST. The Offer will be subject to acceptance by Shareholders independent of Brookfield Renewable owning more than 50% of the Common Shares outstanding and other offer conditions customary in the circumstances. The Offer will be structured as a "Permitted Bid" under Western Wind's Shareholder Rights Agreement.
Brookfield Renewable has retained Canadian Stock Transfer Company Inc. as its Depositary and CST Phoenix Advisors as its Information Agent in connection with the Offer.
Brookfield Renewable Energy Partners (TSX:BEP.UN) operates one of the largest publicly-traded, pure-play renewable power platforms globally. Its portfolio is primarily hydroelectric and totals approximately 5,300 megawatts of installed capacity. Diversified across 69 river systems and 11 power markets in the United States, Canada and Brazil, the portfolio generates enough electricity from renewable resources to power more than two million homes on average each year. With a virtually fully-contracted portfolio of high-quality assets and strong growth prospects, the business is positioned to generate stable, long-term cash flows supporting regular and growing cash distributions to unitholders. For more information, please visit www.brookfieldrenewable.com.