Pattern Energy's Board of Directors Urges Stockholders to Vote "FOR" the Canada Pension Plan Investment Board Transaction Today
Special Meeting to be Held on
Our Board of Directors firmly reiterates its recommendation that stockholders vote "FOR" the compelling and certain value of the Transaction. A vote "FOR" the Transaction is a vote for:
- A significant premium to multiple valuation benchmarks, including full and fair value for the development pipeline and other aspects of management's plan that the public markets have never recognized.
- Immediate and certain value in the face of a volatile sector in a global market that is in disarray.
- The best path forward following a robust process that was led by a fully independent Special Committee of the Board.
We recognize there are those who believe the Company should consider a different path forward. Simply put, we believe they are wrong.
- To get above the
$26.75Transaction price, Pattern Energywould have to grow at a rate well in excess of the current management plan. This would require raising additional equity and possibly other actions, including potentially cutting the dividend, which we expect would negatively impact the Company's stock price.
- The stock movements at peer companies reflect unique event-driven situations at those companies. They are not relevant to
Pattern Energyand should not be simply extrapolated to the Company's stock price. The sector remains volatile and the long-term sustainability of current price levels is uncertain. Significant volatility amongst the peer group over the last two weeks in particular, including steep and rapid shifts, stands in stark contrast to the certainty of the all-cash Transaction.
- The fundamentals of the business and the headwinds the Company is facing have not changed. Without this transaction,
Pattern Energywill continue to be the only U.S.YieldCo without a financial sponsor. In that scenario, the Company's stockholders would bear the downside risk associated with the Company's standalone plan.
The Special Meeting to vote on the Transaction is being held tomorrow,
The Company continues to expect the Transaction to close shortly following receipt of shareholder approval.
Stockholders with questions about the special meeting or who need assistance with voting procedures 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 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, and (c) 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
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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