Welcome!

News Feed Item

Brookfield Renewable to Make All-Cash Offer to Acquire Western Wind Energy Corp.

- All-cash offer of $2.50 per common share

HAMILTON, BERMUDA -- (Marketwire) -- 11/23/12 --

All amounts in Canadian dollars unless otherwise indicated

Brookfield 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.

Other Benefits of the Offer

The Offer is not subject to due diligence or financing conditions. The other key benefits of the Offer are:

--  Certainty to Sale Process. Western Wind launched its sale process on
    July 30, 2012, and since then, no alternative proposals for Shareholders
    to realize the value of their investments have been presented to
    Shareholders. 
    
--  Realize Immediate Liquidity. The shares of Western Wind are thinly
    traded on the TSXV and the Offer provides an attractive liquidity event
    and an opportunity for Shareholders to realize cash proceeds and
    certainty of value for their entire investment. 
    
--  Offer Structure Provides Western Wind Ample Time to Present
    Alternatives. The Offer will be structured to meet the requirements of a
    "Permitted Bid" under Western Wind's Shareholder Rights Agreement and to
    allow Western Wind to have adequate time to conclude its announced sale
    process. This provides ample time for Shareholders to consider the Offer
    or for a superior proposal to be presented to Shareholders. 
    
--  Avoid Uncertainty of Continued Investment in Western Wind. Western Wind
    faces significant competition from larger companies in a rapidly-
    consolidating renewable power industry. If Shareholders do not tender to
    the Offer and no other offer for Western Wind emerges, both the price
    and liquidity of the shares may decline.  

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.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking statements and information, within the meaning of Canadian securities laws, including those relating to the Offer. Forward-looking statements may include estimates, plans, expectations, opinions, forecasts, projections, guidance or other statements that are not statements of fact. Forward-looking statements in this news release include statements regarding the benefits of the Offer and timing for completion of the Offer. Forward-looking statements can be identified by the use of words such as "expects", "look forward", and "will bring", or variations of such words and phrases, or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information in this news release are based upon reasonable assumptions and expectations, we cannot assure you that such expectations will prove to have been correct. You should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information. 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. For further information on these known and unknown risks, please see "Risk Factors" included in our Annual Information Form.

Contacts:
Investor Contact:
Brookfield Renewable Energy Partners L.P.
Zev Korman
Director, Investor Relations
[email protected]
(416) 359-1955

Media Contact:
Brookfield Renewable Energy Partners L.P.
Andrew Willis
SVP, Communications and Media
[email protected]
(416) 369-8236

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that Interface Corporation will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Interface Corporation is a company developing, manufacturing and marketing high quality and wide variety of industrial computers and interface modules such as PCIs and PCI express. For more information, visit http://www.i...
SYS-CON Events announced today that Ryobi Systems will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Ryobi Systems Co., Ltd., as an information service company, specialized in business support for local governments and medical industry. We are challenging to achive the precision farming with AI. For more information, visit http:...
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...
Internet of @ThingsExpo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The Internet of Things (IoT) is the most profound change in personal and enterprise IT since the creation of the Worldwide Web more than 20 years ago. All major researchers estimate there will be tens of billions devic...
Mobile device usage has increased exponentially during the past several years, as consumers rely on handhelds for everything from news and weather to banking and purchases. What can we expect in the next few years? The way in which we interact with our devices will fundamentally change, as businesses leverage Artificial Intelligence. We already see this taking shape as businesses leverage AI for cost savings and customer responsiveness. This trend will continue, as AI is used for more sophistica...
SYS-CON Events announced today that SourceForge has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. SourceForge is the largest, most trusted destination for Open Source Software development, collaboration, discovery and download on the web serving over 32 million viewers, 150 million downloads and over 460,000 active development projects each and every month.
Today most companies are adopting or evaluating container technology - Docker in particular - to speed up application deployment, drive down cost, ease management and make application delivery more flexible overall. As with most new architectures, this dream takes significant work to become a reality. Even when you do get your application componentized enough and packaged properly, there are still challenges for DevOps teams to making the shift to continuous delivery and achieving that reducti...
Today traditional IT approaches leverage well-architected compute/networking domains to control what applications can access what data, and how. DevOps includes rapid application development/deployment leveraging concepts like containerization, third-party sourced applications and databases. Such applications need access to production data for its test and iteration cycles. Data Security? That sounds like a roadblock to DevOps vs. protecting the crown jewels to those in IT.
SYS-CON Events announced today that mruby Forum will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. mruby is the lightweight implementation of the Ruby language. We introduce mruby and the mruby IoT framework that enhances development productivity. For more information, visit http://forum.mruby.org/.
DevOps at Cloud Expo, taking place October 31 - November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 21st Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to w...
In his session at @ThingsExpo, Greg Gorman is the Director, IoT Developer Ecosystem, Watson IoT, will provide a short tutorial on Node-RED, a Node.js-based programming tool for wiring together hardware devices, APIs and online services in new and interesting ways. It provides a browser-based editor that makes it easy to wire together flows using a wide range of nodes in the palette that can be deployed to its runtime in a single-click. There is a large library of contributed nodes that help so...
What is the best strategy for selecting the right offshore company for your business? In his session at 21st Cloud Expo, Alan Winters, U.S. Head of Business Development at MobiDev, will discuss the things to look for - positive and negative - in evaluating your options. He will also discuss how to maximize productivity with your offshore developers. Before you start your search, clearly understand your business needs and how that impacts software choices.
IBM helps FinTechs and financial services companies build and monetize cognitive-enabled financial services apps quickly and at scale. Hosted on IBM Bluemix, IBM’s platform builds in customer insights, regulatory compliance analytics and security to help reduce development time and testing. In his session at 21st Cloud Expo, Lennart Frantzell, a Developer Advocate with IBM, will discuss how these tools simplify the time-consuming tasks of selection, mapping and data integration, allowing devel...
SYS-CON Events announced today that Cedexis will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Cedexis is the leader in data-driven enterprise global traffic management. Whether optimizing traffic through datacenters, clouds, CDNs, or any combination, Cedexis solutions drive quality and cost-effectiveness.
SYS-CON Events announced today that Mobile Create USA will exhibit at the Japan External Trade Organization (JETRO) Pavilion at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Mobile Create USA Inc. is an MVNO-based business model that uses portable communication devices and cellular-based infrastructure in the development, sales, operation and mobile communications systems incorporating GPS capabi...