Welcome!

News Feed Item

Brookfield Renewable Terminates Discussions With Western Wind

$2.50 All-Cash Offer Expires on Monday, January 28, 2013 at 5:00 P.M (EST)

HAMILTON, BERMUDA -- (Marketwire) -- 01/24/13 --

All amounts in Canadian dollars unless otherwise indicated

Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield Renewable") today sent a letter to the Board of Directors of Western Wind Energy Corp. ("Western Wind" or the "Company") terminating all present or future discussions regarding any alternative transactions to its all-cash offer (the "Offer") to acquire the common shares of Western Wind for $2.50 per share.

When Brookfield Renewable commenced its Offer in November 2012, Brookfield Renewable made it clear that its preferred approach was to work with the Board of Western Wind and its advisors towards a Board supported transaction. Brookfield Renewable has indicated since that time that it would be open to discussions with the Board in good faith on the basis that it would have access to information in order to determine whether there was additional value that could be paid for the Company.

Unfortunately, based on Western Wind's conduct since commencement of the Offer it appears that Western Wind, and in particular, its CEO, has no intention of selling the Company. In fact, Brookfield Renewable's recent discussions with Western Wind appear to have been orchestrated by the Company to enable it to issue its January 22, 2013 news release as well as its Notice of Change to its Supplementary Director's Circular, and raise shareholder expectations that a revised proposal will be made, despite there being no agreement or understanding between the parties regarding a proposal or its terms. The Board of Western Wind is asking shareholders to compare our firm $2.50 per share all cash offer against an indication that it would be able to negotiate a transaction with Brookfield in which the cash component would remain the same. This is not accurate.

Brookfield therefore reiterates that it is proceeding with its Offer and wishes to make the following points to shareholders regarding the Offer and Western Wind's most recent directors' circulars in response to the Offer:


--  No Alternative Proposal. Almost six months have elapsed since the
    announcement of Western Wind's sale process and over seven weeks have
    elapsed since the announcement of the Offer and no alternative proposal
    has been presented to shareholders. This is despite a comprehensive
    process conducted by Western Wind inviting, as disclosed by Western Wind
    on September 20, 2012, 56 parties to consider the acquisition of Western
    Wind. If a potential buyer were interested in buying the Company, it
    would have submitted an alternative proposal before the Offer expires.
    Western Wind is essentially asking its shareholders to reject the Offer
    and take its word that a superior transaction will be announced sometime
    in the future. 
    
--  No Fairness Opinion. In none of Western Wind's three directors'
    circulars has it provided shareholders with an opinion from either of
    its financial advisors regarding the adequacy of Brookfield Renewable's
    $2.50 offer price. This is a customary opinion to receive if one takes
    the view than an offer is inadequate. In late November 2012, Mr.
    Ciachurski indicated that Rothschild would be preparing a fairness
    opinion with respect to the adequacy of the Offer. No such opinion has
    been forthcoming. Brookfield Renewable has concluded, and urges fellow
    shareholders to conclude, that Rothschild was unable to render such an
    opinion as the $2.50 per share is fair to shareholders from a financial
    perspective. 
    
--  Management Self-Interest. While management is asking shareholders to
    wait for an indefinite period of time before realizing on their
    investment in the Company, management has already received large change
    of control payments and directors and officers of Western Wind are
    disposing of their interests in the Company. 
    
    --  As disclosed in Western Wind's public disclosure, during the three
        month period ended September 30, 2012, management of Western Wind
        convinced the board of directors to approve early payments of their
        change of control payments (despite the fact that no sale was on the
        horizon). Mr. Ciachurski received approximately $3 million. Further,
        in the context of Brookfield Renewable's recent discussions with
        Western Wind, Rothschild indicated that a key element of a proposal
        for a negotiated transaction would be an amendment to the special
        bonus arrangements of Mr. Ciachurski to ensure that he would be paid
        his special bonus despite the transaction consideration (which
        requires a $3.00 per share threshold for payment to Mr. Ciachurski
        of a $2 million bonus). This special bonus would be on top of the
        approximately $3 million change of control payment Mr. Ciachurski
        has already received.  
        
    --  As disclosed in Western Wind's directors' circulars, several of its
        directors and officers, including members of its special committee
        overseeing the sale process, sold a significant number of common
        shares of Western Wind in the three months prior to the announcement
        of the Offer at prices at or below Brookfield Renewable's $2.50
        offer price. More recently, as disclosed in Western Wind's
        supplementary directors' circular dated January 21, 2013, certain
        officers of Western Wind disposed of a significant number of common
        shares of Western Wind after commencement of the Offer. These most
        recent dispositions were during the period of time that Western Wind
        was urging its shareholders to take no action regarding the Offer
        and wait for a superior alternative proposal. 
        
--  Minimum Tender Condition. It is a condition of the Offer that 50% of
    common shares held by shareholders independent of Brookfield Renewable
    are tendered to the Offer. Brookfield Renewable is clear in its take-
    over bid circular that this condition will not be waived. The Offer
    would no longer be a "Permitted Bid" under Western Wind's shareholder
    rights agreement if this condition were waived. If this minimum tender
    condition is not satisfied by the expiry time of the Offer, no common
    shares will be acquired by Brookfield Renewable. 
    
--  Attractive Consideration. The $2.50 per share offer price represents
    attractive consideration and a significant premium of 110% to the $1.19
    per common share closing price of the common shares on 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 of the
    common shares on TSXV on August 28, 2012 (the last trading day prior to
    Brookfield Renewable's announcement of its initial investment in Western
    Wind).  
    
--  Time is Running Out. The Offer expires on January 28, 2013 at 5:00 p.m.
    EST.

For further information on the Offer, please contact CST Phoenix Advisors, Brookfield Renewable's information agent for the Offer, by toll free phone at 1-800-336-5159 or by email at [email protected].

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 shareholders. For more information, please visit www.brookfieldrenewable.com.

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
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, wil...
In today's uber-connected, consumer-centric, cloud-enabled, insights-driven, multi-device, global world, the focus of solutions has shifted from the product that is sold to the person who is buying the product or service. Enterprises have rebranded their business around the consumers of their products. The buyer is the person and the focus is not on the offering. The person is connected through multiple devices, wearables, at home, on the road, and in multiple locations, sometimes simultaneously...
Pulzze Systems was happy to participate in such a premier event and thankful to be receiving the winning investment and global network support from G-Startup Worldwide. It is an exciting time for Pulzze to showcase the effectiveness of innovative technologies and enable them to make the world smarter and better. The reputable contest is held to identify promising startups around the globe that are assured to change the world through their innovative products and disruptive technologies. There w...
Internet of @ThingsExpo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th 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 devices - comp...
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...
For basic one-to-one voice or video calling solutions, WebRTC has proven to be a very powerful technology. Although WebRTC’s core functionality is to provide secure, real-time p2p media streaming, leveraging native platform features and server-side components brings up new communication capabilities for web and native mobile applications, allowing for advanced multi-user use cases such as video broadcasting, conferencing, and media recording.
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
SYS-CON Events announced today that 910Telecom will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Housed in the classic Denver Gas & Electric Building, 910 15th St., 910Telecom is a carrier-neutral telecom hotel located in the heart of Denver. Adjacent to CenturyLink, AT&T, and Denver Main, 910Telecom offers connectivity to all major carriers, Internet service providers, Internet backbones and ...
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th 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 wait for long dev...
Amazon has gradually rolled out parts of its IoT offerings in the last year, but these are just the tip of the iceberg. In addition to optimizing their back-end AWS offerings, Amazon is laying the ground work to be a major force in IoT – especially in the connected home and office. Amazon is extending its reach by building on its dominant Cloud IoT platform, its Dash Button strategy, recently announced Replenishment Services, the Echo/Alexa voice recognition control platform, the 6-7 strategic...
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Akana has announced the availability of version 8 of its API Management solution. The Akana Platform provides an end-to-end API Management solution for designing, implementing, securing, managing, monitoring, and publishing APIs. It is available as a SaaS platform, on-premises, and as a hybrid deployment. Version 8 introduces a lot of new functionality, all aimed at offering customers the richest API Management capabilities in a way that is easier than ever for API and app developers to use.