SAN FRANCISCO, Feb. 19, 2020 /CNW/ -- Pattern Energy Group
Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company")
today announced that the Company's Board of Directors (the "Board")
reiterated its recommendation that stockholders vote "FOR" the
proposals relating to the Company's pending transaction with Canada
Pension Plan Investment Board ("CPP Investments") at the upcoming
Special Meeting.
The Company issued the following statement:
The Pattern Energy Board firmly believes that proceeding with
the transaction, which provides stockholders with significant,
immediate and certain value, is advisable and is in the best
interest of the Company and its stockholders.
Assertions on Pattern Energy's potential standalone price absent
the CPP Investments transaction are speculative and down-play a
number of key factors, including:
- The CPP Investments transaction monetizes Pattern Energy's
growth prospects, including realizing the value of Pattern
Development 2.0, at an attractive value.
- If it were to proceed standalone, the Company would need to
raise substantial equity in the public market to execute on its
growth plan. The Company has historically traded at a material
discount to peers, which has made raising accretive equity
challenging.
- In light of historic volatility in the sector, a short-term
spike in prices should not be viewed as a reliable basis for
predicting long-term value.
The Board also believes unique events at certain other renewable
energy companies have elevated their stock prices. For example, in
January, Brookfield Renewable announced it was acquiring the
remaining stake in TerraForm Power it did not already own, and
Clearway Energy's stock moved based on rumors of a settlement with
PG&E debt holders. In February, Innergex Renewable Energy Inc.
announced a strategic partnership with Hydro-Québec.
The CPP Investments transaction is the result of a robust
process led by a Special Committee of the Pattern Energy Board,
which considered multiple alternatives to the Company's standalone
plan. As part of the process, the Special Committee of the Board
retained independent legal and financial advisors, engaged in
contact with or received indications of interest from 10 separate
parties and received a fairness opinion with respect to the CPP
Investments transaction. The financial advisors on behalf of the
Special Committee of the Board also contacted 16 additional
potential bidders as part of the "go-shop" period under the merger
agreement. Each party that was contacted either did not respond or
notified Pattern Energy that, after further review, it would not be
interested in pursuing a potential transaction with Pattern
Energy.
The Board therefore continues to recommend that stockholders
vote "FOR" the proposals relating to the CPP Investments
transaction at the Special Meeting.
Pattern Energy continues to expect the transaction to close by
the second quarter of 2020, subject to Pattern Energy stockholder
approval, receipt of the required regulatory approvals, and other
customary closing conditions.
Evercore and Goldman Sachs & Co. LLC are acting as
independent financial advisors to Pattern Energy's Special
Committee of the Board, and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is serving as independent legal counsel to the Special
Committee of the Board.
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent
power company listed on the Nasdaq Global Select Market and Toronto
Stock Exchange. Pattern Energy has a portfolio of 28 renewable
energy projects with an operating capacity of 4.4 GW in the
United States, Canada and Japan that use
proven, best-in-class technology. For more information,
visit www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this press release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of Canadian securities laws. Such
statements include statements concerning anticipated future events
and expectations that are not historical facts. All statements
other than statements of historical fact are statements that could
be deemed forward-looking statements. Forward-looking statements
are typically identified by words such as "believe," "expect,"
"anticipate," "intend," "target," "estimate," "continue,"
"positions," "plan," "predict," "project," "forecast," "guidance,"
"goal," "objective," "prospects," "possible" or "potential," by
future conditional verbs such as "assume," "will," "would,"
"should," "could" or "may," or by variations of such words or by
similar expressions or the negative thereof. Actual results may
vary materially from those expressed or implied by forward-looking
statements based on a number of factors related to the pending
acquisition of the Company, including, without limitation, (1)
risks related to the consummation of the Merger, including the
risks that (a) the Merger may not be consummated within the
anticipated time period, or at all, (b) the parties may fail to
obtain shareholder approval of the Merger Agreement, (c) the
parties may fail to secure other applicable regulatory approvals,
including from the Federal Energy Regulatory Commission, and (d)
other conditions to the consummation of the Merger under the Merger
Agreement may not be satisfied; (2) the effects that any
termination of the Merger Agreement may have on the Company or its
business, including the risks that (a) the price of the Company's
common stock may decline significantly if the Merger is not
completed, (b) the Merger Agreement may be terminated in
circumstances requiring the Company to pay Parent a termination
fee, or (c) the circumstances of the termination, including the
possible imposition of a 12-month tail period during which the
termination fee could be payable upon certain subsequent
transactions, may have a chilling effect on alternatives to the
Merger; (3) the effects that the announcement or pendency of the
Merger may have on the Company and its business, including the
risks that as a result (a) the Company's business, operating
results or stock price may suffer, (b) the Company's current plans
and operations may be disrupted, (c) the Company's ability to
retain or recruit key employees may be adversely affected, (d) the
Company's business relationships (including with suppliers,
off-takers, and business partners) may be adversely affected, (e)
the Company is not able to access the debt or equity markets on
favorable terms, or at all, or (f) the Company's management's or
employees' attention may be diverted from other important matters;
(4) the effect of limitations that the Merger Agreement places on
the Company's ability to operate its business or engage in
alternative transactions; (5) the nature, cost and outcome of
pending and future litigation and other legal proceedings,
including any such proceedings related to the Merger and instituted
against the Company and others; (6) the risk that the Merger and
related transactions may involve unexpected costs, liabilities or
delays; (7) the Company's ability to continue paying a quarterly
dividend; and (8) other economic, business, competitive, legal,
regulatory, and/or tax factors under the heading "Risk Factors" in
Part I, Item 1A of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, as updated or supplemented by
subsequent reports that the Company has filed or files with the
U.S. Securities and Exchange Commission ("SEC") and Canadian
securities regulatory authorities. Potential investors,
stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which they are made. The Company does not assume any
obligation to publicly update any forward-looking statement after
it is made, whether as a result of new information, future events
or otherwise, except as required by law.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This press release may be
deemed to be solicitation material in respect of the Merger. In
connection with the proposed transaction, the Company has filed a
definitive proxy statement with the SEC and Canadian securities
regulatory authorities and mailed the definitive proxy statement
and proxy card to each stockholder entitled to vote at the special
meeting relating to the proposed Merger. STOCKHOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY
REFERENCE THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH
THE PROPOSED TRANSACTION THAT THE COMPANY HAS FILED AND MAY FILE
WITH THE SEC AND CANADIAN SECURITIES REGULATORY AUTHORITIES WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED
TRANSACTION. Stockholders and investors are able to obtain free
copies of the proxy statement and other relevant materials (when
they become available) and other documents filed by the Company at
the SEC's website at www.sec.gov and the website of the
Canadian securities regulatory authorities at www.sedar.com.
Copies of the proxy statement and the filings incorporated by
reference therein may also be obtained, without charge, by
contacting the Company's Investor Relations department
at ir@patternenergy.com or (416) 526-1563.
Participants in Solicitation
The Company and its directors, executive officers and certain
employees, may be deemed, under SEC rules and applicable rules
in Canada, to be participants in the solicitation of proxies
in respect of the Merger. Information regarding the Company's
directors and executive officers is available in its annual proxy
statement and definitive proxy statement related to the proposed
transaction filed with the SEC and Canadian securities regulatory
authorities on April 23, 2019 and February 4, 2020,
respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is also contained in
the definitive proxy statement and other relevant materials filed
with the SEC and Canadian securities regulatory authorities. These
documents can be obtained free of charge from the Company from the
sources indicated above.
Media Contact
Joele Frank, Wilkinson Brimmer
Katcher
Andy Brimmer / Ed Trissel / Aaron
Palash
212.355.4449
Investor Contact
Scott Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
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SOURCE Pattern Energy Group Inc.