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.

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

Media Contact: Brookfield Renewable Energy Partners L.P.
Andrew Willis
SVP, Communications and Media
(416) 369-8236
[email protected]
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
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...
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
As businesses evolve, they need technology that is simple to help them succeed today and flexible enough to help them build for tomorrow. Chrome is fit for the workplace of the future — providing a secure, consistent user experience across a range of devices that can be used anywhere. In her session at 21st Cloud Expo, Vidya Nagarajan, a Senior Product Manager at Google, will take a look at various options as to how ChromeOS can be leveraged to interact with people on the devices, and formats th...
SYS-CON Events announced today that Evatronix 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. Evatronix SA offers comprehensive solutions in the design and implementation of electronic systems, in CAD / CAM deployment, and also is a designer and manufacturer of advanced 3D scanners for professional applications.
First generation hyperconverged solutions have taken the data center by storm, rapidly proliferating in pockets everywhere to provide further consolidation of floor space and workloads. These first generation solutions are not without challenges, however. In his session at 21st Cloud Expo, Wes Talbert, a Principal Architect and results-driven enterprise sales leader at NetApp, will discuss how the HCI solution of tomorrow will integrate with the public cloud to deliver a quality hybrid cloud e...
Is advanced scheduling in Kubernetes achievable? Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, will answer these questions and demonstrate techniques for implementing advanced scheduling. For example, using spot instances ...
SYS-CON Events announced today that Taica 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. Taica manufacturers Alpha-GEL brand silicone components and materials, which maintain outstanding performance over a wide temperature range -40C to +200C. For more information, visit http://www.taica.co.jp/english/.
When it comes to cloud computing, the ability to turn massive amounts of compute cores on and off on demand sounds attractive to IT staff, who need to manage peaks and valleys in user activity. With cloud bursting, the majority of the data can stay on premises while tapping into compute from public cloud providers, reducing risk and minimizing need to move large files. In his session at 18th Cloud Expo, Scott Jeschonek, Director of Product Management at Avere Systems, discussed the IT and busine...
Organizations do not need a Big Data strategy; they need a business strategy that incorporates Big Data. Most organizations lack a road map for using Big Data to optimize key business processes, deliver a differentiated customer experience, or uncover new business opportunities. They do not understand what’s possible with respect to integrating Big Data into the business model.
Enterprises have taken advantage of IoT to achieve important revenue and cost advantages. What is less apparent is how incumbent enterprises operating at scale have, following success with IoT, built analytic, operations management and software development capabilities – ranging from autonomous vehicles to manageable robotics installations. They have embraced these capabilities as if they were Silicon Valley startups. As a result, many firms employ new business models that place enormous impor...
Amazon is pursuing new markets and disrupting industries at an incredible pace. Almost every industry seems to be in its crosshairs. Companies and industries that once thought they were safe are now worried about being “Amazoned.”. The new watch word should be “Be afraid. Be very afraid.” In his session 21st Cloud Expo, Chris Kocher, a co-founder of Grey Heron, will address questions such as: What new areas is Amazon disrupting? How are they doing this? Where are they likely to go? What are th...
SYS-CON Events announced today that MIRAI Inc. 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. MIRAI Inc. are IT consultants from the public sector whose mission is to solve social issues by technology and innovation and to create a meaningful future for people.
SYS-CON Events announced today that Dasher Technologies 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. Dasher Technologies, Inc. ® is a premier IT solution provider that delivers expert technical resources along with trusted account executives to architect and deliver complete IT solutions and services to help our clients execute their goals, plans and objectives. Since 1999, we'v...
Though cloud is the future of enterprise computing, a smooth transition of legacy applications and systems is critical for seamless business operations. IT professionals are eager to start leveraging the cost, scale and other benefits of cloud, but with massive investments already in place in existing infrastructure and a number of compliance and resource hurdles, it can be challenging to move to a cloud-based infrastructure.
SYS-CON Events announced today that NetApp has been named “Bronze 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. NetApp is the data authority for hybrid cloud. NetApp provides a full range of hybrid cloud data services that simplify management of applications and data across cloud and on-premises environments to accelerate digital transformation. Together with their partners, NetApp emp...