Pattern Energy Files Investor Presentation
Board Urges Stockholders to Vote "FOR" the Transaction with
Highlights of the presentation include:
$26.75per share all-cash consideration provides significant, immediate and certain value.
- The offer is priced at the high end of valuation metrics and provides a significant premium to stockholders.
- The CPP Investments transaction pays stockholders full and fair value for management's plan, including the execution of its development pipeline.
- It represents a 14.8% premium to
Pattern Energy'sunaffected price on August 9, 2019, the last trading day prior to market rumors regarding a potential acquisition of the Company.
- Standalone, the Company has faced significant headwinds that led to it consistently trading at a discount to peers who all have financial sponsors.
- The Company's standalone plan is based on a simple equation: Dividend and Growth.
- Without a financial sponsor or easy access to the equity market,
Pattern Energyhas been limited in its ability to pursue the acquisitions and development needed to sustain its dividend growth.
- Recent movements at peers, driven by M&A speculation at those companies, should not be simply extrapolated to
Pattern Energy'sstock price.
- The market remains volatile and long-term sustainability of current price levels is uncertain, despite the sector seeing some of its highest-ever trading levels in recent history.
- The fundamentals have not changed. Absent this transaction, the Company will continue facing headwinds, which will require raising equity and possibly cutting the dividend.
- The premium transaction is a better alternative to the Company's standalone plan.
- The Company would face the same issues that have affected its standalone plan since 2015, and it is likely that its relative trading discount and limited access to capital would persist and could worsen.
- All of the meaningful downside risks of the standalone plan will fall on
Pattern Energystockholders if the transaction is not approved.
- The robust process led by the Special Committee of the Board confirms this transaction provides the most value for
- The Special Committee met 21 times over 16 months and received a fairness opinion with respect to the CPP Investments transaction.
- It engaged and contacted the 10 most likely strategic and financial buyers as part of a thorough sale process.
- It conducted additional outreach to 16 parties during a post-signing "go-shop" period that did not result in a superior offer.
If you have any questions about the special meeting or need assistance with voting procedures, you should contact:
Stockholders (Toll-Free): 1-888-750-5834
Banks and Brokers (Collect): 1-212-750-5833
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this communication 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
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
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be deemed, under
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