VANCOUVER, Jan. 17, 2018
VANCOUVER, Jan. 17, 2018 /PRNewswire/ - Alterra Power Corp. ("Alterra") announces that registered holders of Alterra common shares ("Alterra Shares") must indicate their election no later than 2:00 p.m. (Vancouver time) on January 25, 2018 to receive either:
$8.25 in cash for each Alterra Share held by such registered holder (the "Cash Alternative"); or
0.5563 common shares of Innergex Renewable Energy Inc. ("Innergex") for each Alterra Share held by such registered holder (the "Share Alternative"),
in connection with the previously announced plan of arrangement whereby Innergex will acquire all of the issued and outstanding Alterra Shares (the "Arrangement").
Registered holders of Alterra Shares may make an effective election by depositing with Computershare Trust Company of Canada, before 2:00 p.m. (Vancouver time) on January 25, 2018 (the "Election Deadline"), a properly completed and duly executed letter of transmittal and election form (the "Letter of Transmittal and Election Form") indicating their election to receive the Cash Alternative or the Share Alternative, together with the certificates (if applicable) representing their Alterra Shares and all other documentation required by Computershare Trust Company of Canada. The Letter of Transmittal and Election Form is available on Alterra's website at www.alterrapower.ca and on SEDAR at www.sedar.com or by contacting Computershare Trust Company of Canada. Any questions regarding the election of the Cash Alternative or the Share Alternative, including any request for another copy of the Letter of Transmittal and Election Form, should be directed to Computershare Trust Company of Canada at 1-800-564-6253 toll free in North America or by email at email@example.com.
Non-registered holders of Alterra Shares that hold their Alterra Shares through a broker, investment dealer or other intermediary should carefully follow the instructions and deadlines from the intermediary that holds such Alterra Shares on their behalf and should contact such intermediary for instructions and assistance in making an election or with any questions about their election. Non-registered holders of Alterra Shares who may have made an election through an intermediary prior to the date of this news release may wish to contact their intermediary prior to the Election Deadline to verify that their election has been made properly.
Any holder of Alterra Shares who fails to properly make an election prior to the Election Deadline (or any extension thereof), or for whom Computershare Trust Company of Canada determines that their election was not properly made with respect to any Alterra Shares, will be deemed to have elected to receive, for each Alterra Share held by such person, the Cash Alternative, subject to proration and rounding. The Cash Alternative and the Share Alternative are each subject to proration provisions, such that the aggregate consideration paid to all Alterra shareholders will consist of approximately 25% in cash and 75% in Innergex common shares. Accordingly, an Alterra shareholder may receive both cash and Innergex common shares in exchange for Alterra Shares regardless of the Alterra shareholder's election to receive the Cash Alternative or Share Alternative. All elections and deposits made under the Letter of Transmittal and Election Form are irrevocable.
The election available in respect of the Cash Alternative or the Share Alternative is an investment decision which carries tax consequences. Moreover, Innergex has agreed to make joint elections with eligible Alterra shareholders in respect of the disposition of their Alterra Shares pursuant to Section 85 of the Income Tax Act (Canada) (and any similar provision of any applicable provincial tax legislation) in accordance with the procedures and within the time limits set out in the Arrangement. Holders of Alterra Shares should consult their investment and tax advisors prior to making their election.
Further information regarding the Arrangement is contained in Alterra's management information circular dated November 14, 2017 (the "Circular"). For further information with respect to the election described above, see the following sections of the Circular: "Arrangement Mechanics - Letters of Transmittal and Election Form" and "Arrangement Mechanics - Procedure for Exchange of Alterra Shares".
Closing of Arrangement
Subject to all closing conditions with respect to the Arrangement being satisfied or waived, it is expected that the Arrangement will be completed in the first quarter of 2018.
About Alterra Power Corp.
Alterra Power Corp. is a global renewable energy company that manages operations of nine power plants totalling 836 MW of hydro, wind, geothermal and solar generation capacity in Canada, the USA and Iceland. Alterra owns a 375 MW share of this capacity, generating over 1,500 GWh of clean power annually.
Alterra is also constructing the 200 MW Flat Top wind project in central Texas, which is expected to be in operation in the first half of 2018 (51% owned by Alterra). Upon the completion of Flat Top, Alterra will operate ten power plants totalling 1,036 MW of capacity and will own a 476 MW share of this capacity, generating almost 2,000 GWh of clean power annually. Alterra also has an extensive portfolio of development projects and a skilled team of developers, builders and operators to support its growth plans.
Alterra trades on the Toronto Stock Exchange under the symbol AXY.
ABOUT INNERGEX RENEWABLE ENERGY INC.
Innergex develops, owns and operates run-of-river hydroelectric facilities, wind farms and solar photovoltaic farms and carries out its operations in Quebec, Ontario and British Columbia, Canada, France and Idaho, U.S. Its portfolio of assets currently consists of interests in 54 operating facilities with an aggregate net installed capacity of 1,124 MW (gross 1,845 MW), including 31 hydroelectric facilities, 22 wind farms and one solar farm and prospective projects with an aggregate net capacity totalling 3,560 MW (gross 3,940 MW). Innergex is rated BBB- by S&P.
Innergex's strategy for building shareholder value is to develop or acquire high-quality facilities that generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital and to distribute a stable dividend.
Innergex trades on the Toronto Stock Exchange under the symbol INE.
Cautionary Note regarding Forward-Looking Statements and Information
This press release contains statements that are "forward-looking information" within the meaning of Canadian securities legislation including, but not limited to, expected timing for completion of the Arrangement; expected timing for completion of Flat Top; and estimates of annual generation.
Forward-looking statements are based on certain key expectations and assumptions made by Alterra, including expectations and assumptions concerning: economic and financial conditions; project performance; the timing of receipt of the requisite regulatory and other third-party approvals for the Arrangement; and success and timely completion of construction efforts at the Flat Top project. Although Alterra believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Alterra can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, they are by their very nature subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the renewable energy industry in general such as execution of strategy; ability to construct Flat Top on time and within budget; ability to develop Innergex's and Alterra's projects on time and within budget; capital resources; derivative financial instruments; current economic and financial condition; hydrology, wind , geothermal and solar resource regimes; construction, design and development of new facilities; performance of existing projects; equipment failure; interest rate and refinancing risk; currency exchange rates, variation in merchant price of electricity, risks associated with the near-term maturity of Alterra's holding company (Sweden) bond; risks associated with recently announced changes to the U.S. federal tax regime; financial leverage and restrictive covenants; and relationship with public utilities.
There are also risks inherent to the Arrangement, including incorrect assessments of the value of Innergex or Alterra; failure to satisfy the closing conditions; exercise of termination rights by Innergex or Alterra; failure to obtain the requisite regulatory and other third-party approvals, including approval by the Federal Energy Regulatory Commission (FERC) and the Federal Trade Commission. Accordingly, there can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The Arrangement could be modified, restructured or terminated. There can also be no assurance that the strategic, operational or financial benefits expected to result from the Arrangement will be realized.
If the Arrangement is not completed, and Alterra continues as a separate entity from Innergex, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Alterra to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, distributors, suppliers and partners), operating results and businesses generally, and could have a material adverse effect on the current and future operations, financial condition and prospects of Alterra. Furthermore, the failure of Alterra to comply with the terms of the arrangement agreement dated October 30, 2017 with Innergex which governs the Arrangement may, in certain circumstances, result in Alterra being required to pay a fee to Innergex, the result of which could have a material adverse effect on Alterra's financial position and results of operations and its ability to fund growth prospects and current operations.
Alterra is relying on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of regulatory and other third-party approvals or consents and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory or third-party approvals in a timely manner or the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release concerning these times.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Alterra are included in Alterra' annual information form filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com).
The forward-looking statements contained in this press release are made as of the date hereof and Alterra undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Alterra Power Corp.