TerraForm Power, Inc. (Nasdaq: TERP) (“TerraForm Power” or the
“Company”) today announced that Institutional Shareholder Services
Inc. (“ISS”), a proxy advisory firm, issued a report on July 14,
2020 recommending that TerraForm Power stockholders vote FOR the
merger of the Company with Brookfield Renewable Partners L.P.
(“Brookfield Renewable”) at the Company’s 2020 Annual Meeting of
Stockholders (the “Annual Meeting”). If the merger is approved,
each share of Class A common stock of TerraForm Power will be
converted into the right to receive, at the stockholder’s election,
either 0.381 of a unit of Brookfield Renewable or 0.381 of a share
of Brookfield Renewable Corporation (“BEPC”), in each case, subject
to adjustment for the special distribution of class A exchangeable
shares of BEPC to holders of units of Brookfield Renewable.
This recommendation by ISS follows a report by
Glass, Lewis & Co., another proxy advisory firm, issued on July
13, 2020 also recommending that TerraForm Power stockholders vote
in favor of the merger with Brookfield Renewable.
The Annual Meeting is scheduled to take place on
July 29, 2020 at 11:00 a.m., Eastern Time, and will be held
virtually via webcast
at www.virtualshareholdermeeting.com/TERP2020. The
Company’s Board of Directors (acting upon the recommendation of the
Special Committee of the Board of Directors) recommends that
TerraForm Power stockholders vote FOR the merger of the Company
with Brookfield Renewable at the Annual Meeting.
Your vote is important. Please submit
your proxy on the internet or by telephone before 11:59 p.m. New
York time on July 28, 2020.
Stockholders with questions about the
Annual Meeting or who need assistance with voting procedures should
contact the Company’s proxy solicitor for the Annual Meeting,
Mackenzie Partners, Inc., by calling toll free at (800) 322-2885 or
collect at (212) 929-5500.
About TerraForm Power
TerraForm Power owns and operates a
best-in-class renewable power portfolio of solar and wind assets
located primarily in North America and Western Europe, totaling
more than 4,200 MW of installed capacity underpinned by long-term
contracts. TerraForm Power is listed on the Nasdaq stock exchange
(Nasdaq: TERP). It is sponsored by Brookfield Asset Management, a
leading global alternative asset manager with more than $515
billion in assets under management.
For more information about TerraForm Power,
please visit: www.terraformpower.com.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended (the “Securities Act”), Section
21E of the U.S. Securities Exchange Act of 1934, as amended, “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. The words “will”, “intend”,
“should”, “could”, “target”, “growth”, “expect”, “believe”, “plan”,
derivatives thereof and other expressions which are predictions of
or indicate future events, trends or prospects and which do not
relate to historical matters identify the above mentioned and other
forward-looking statements. Forward-looking statements in this
press release include statements regarding the merger of the
Company with Brookfield Renewable (the “Transactions”), the
prospects and benefits of the combined company and any other
statements regarding the parties’ future expectations, beliefs,
plans, objectives, financial conditions, assumptions or future
events or performance. Although TerraForm Power believes that these
forward-looking statements and information are based upon
reasonable assumptions and expectations, you should not place undue
reliance on them, or any other forward-looking statements or
information in this press release. The future performance and
prospects of Brookfield Renewable and TerraForm Power are subject
to a number of known and unknown risks and uncertainties. Factors
that could cause actual results of Brookfield Renewable and
TerraForm Power to differ materially from those contemplated or
implied by the statements in this press release include
uncertainties as to whether TerraForm Power’s Special Committee
will continue to recommend any transaction with Brookfield
Renewable to the TerraForm Power stockholders; uncertainties as to
whether TerraForm Power stockholders not affiliated with Brookfield
Renewable will approve any transaction; uncertainties as to whether
the other conditions to the Transactions will be satisfied or
satisfied on the anticipated schedule; the timing of the
Transactions and whether the Transactions will be completed,
including as a result of potential litigation in connection with
the Transactions; failure to realize contemplated benefits from the
Transactions, including the possibility that the expected synergies
and value creation from the Transactions will not be realized; the
inability to retain key personnel; and incurrence of significant
costs in connection with the Transactions. For further information
on these known and unknown risks, please see “Risk Factors”
included in TerraForm Power’s most recent Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the Securities and Exchange
Commission (“SEC”) and in Brookfield Renewable’s Form 20-F and
other risks and factors that are described therein and that are
described in Brookfield Renewable’s and BEPC’s F-1/F-4 described
below and the preliminary prospectus filed with the SEC and the
securities regulators in Canada qualifying the special distribution
of BEPC exchangeable shares.
The foregoing list of important factors that may affect future
results is not exhaustive. The forward-looking statements represent
our views as of the date of this press release and should not be
relied upon as representing our views as of any subsequent date.
While we anticipate that subsequent events and developments may
cause our views to change, we disclaim any obligation to update the
forward-looking statements, other than as required by applicable
law.
Additional Information and Where to Find It
This press release is neither a solicitation of
a proxy nor a substitute for any proxy statement or other filings
that may be made with the SEC. Any solicitation will only be made
through materials filed with the SEC. TerraForm Power mailed or
otherwise provided to its stockholders its definitive proxy
statement regarding the Transactions on or about June 29,
2020. Nonetheless, this press release may be deemed to be
solicitation material in respect of the Transactions. Brookfield
Renewable and BEPC have filed relevant materials with the SEC,
including a registration statement on Form F-1/F-4 (Registration
Nos. 333-234614 and 234614-01) (the “F-1/F-4”), as filed with the
SEC as an amendment to Form F-1, that includes a proxy statement of
TerraForm Power that also constitutes a prospectus of Brookfield
Renewable and BEPC. On June 29, 2020, the SEC declared the
F-1/F-4 effective. This press release is not a substitute for
the registration statement, proxy statement/prospectus or any other
documents that Brookfield Renewable, BEPC or TerraForm Power may
file with the SEC or send to stockholders in connection with the
Transactions. STOCKHOLDERS OF TERRAFORM POWER ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS, WHICH WAS ALSO FILED WITH THE SEC,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTIONS.
Investors and security holders may obtain copies
of the F-1/F-4, including the proxy statement/prospectus, and other
documents filed with the SEC free of charge at the SEC’s website,
www.sec.gov. Copies of documents filed with the SEC by Terraform
Power are available free of charge on Terraform Power’s website at
www.terraformpower.com. Copies of documents filed with the SEC by
Brookfield Renewable and BEPC are available free of charge on
Brookfield Renewable’s website at bep.brookfield.com.
Participants in Solicitation
TerraForm Power and its directors and executive
officers, BEPC and its directors and executive officers, and
Brookfield Renewable and its directors and executive officers may
be deemed to be participants in the solicitation of proxies from
the holders of TerraForm Power common stock in respect of the
Transactions. Information about the directors and executive
officers of TerraForm Power is set forth on its website at
www.terraformpower.com. Information about the directors and
executive officers of Brookfield Renewable is set forth on its
website at bep.brookfield.com. Information about the directors and
executive officers of BEPC is set forth in the F-1/F-4. Investors
may obtain additional information regarding the interests of such
participants by reading the proxy statement/prospectus regarding
the Transactions. You may obtain free copies of these documents as
described in the preceding paragraph.
Non-solicitation
No securities regulatory authority has either
approved or disapproved of the contents of this press release. This
press release shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Contact for Investors /
Media:
Sherif El-AzzaziTerraForm
Powerinvestors@terraform.com
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