Boralex Inc. Offers to Purchase all Outstanding Units of Boralex Power Income Fund
MONTREAL, May 3
Offer at $5 per Unit supported by both Boards
MONTREAL, May 3 /CNW Telbec/ - Boralex Inc. ("Boralex" or the "Corporation") and Boralex Power Income Fund (the "Fund") jointly announced that Boralex and the Fund have entered into a definitive support agreement (the "Support Agreement"), pursuant to which Boralex, through one of its wholly-owned subsidiaries, will offer to acquire by way of take-over bid (the "Offer") all of the issued and outstanding trust units in the capital of the Fund (the "Units") in exchange for $5 cash equivalent value per Unit in the form of 6.25%, Convertible Unsecured Subordinated Debentures of Boralex (the "Debentures").
Upon the completion of the Offer, Boralex will be a leading independent power producer in Canada and abroad with approximately 607 MW of installed capacity across North America and Europe. Boralex will maintain its focus on the development and operation of power stations that generate renewable energy and will benefit from significantly enhanced asset diversification and increased cash flow. With its substantial financial resources, Boralex will be able to reinvest its operating cash flow into highly attractive development projects in order to increase value for all stakeholders.
"The transaction will provide Boralex with significant benefits through the diversification of its assets and their geographical location. The acquisition of the Fund will allow Boralex to reinforce its role as a Canadian leader in the production of renewable energy and at the same time continue to move forward on the realization of its strategic objective of operating over 1,000 MW of renewable energy", stated Patrick Lemaire, President and Chief Executive Officer of Boralex Inc. "From a financial perspective, the acquisition of the Fund is immediately accretive to operating cash flow per share" added Mr. Lemaire.
"The combination of the Fund and of Boralex is a logical step" stated Mr. Claude Boivin, Chairman of the Board of Trustees. "The Special Committee and the Board of Trustees are of the opinion that the Offer provides attractive value to Unitholders and that the Debentures will provide a stable yield to Unitholders while giving an opportunity to participate in the growth of Boralex through the conversion feature. For these and other reasons which will be more fully detailed in the Trustees' circular, the independent members of the Board of Trustees unanimously resolved to recommend that the Unitholders accept the Offer".
The purchase of the Units will be completed by way of a take-over bid through which Boralex has agreed to offer holders of Units (the "Unitholders") $100 principal amount of Debentures for each 20 units held. The Unitholders will receive that number of Debentures to which they would be entitled to pursuant to the Offer rounded down to the nearest whole number of Debentures with any difference paid in cash. The maturity date for the Debentures will be June 30, 2017. The Debentures will bear interest from the date of issue at 6.25% per annum, which will be payable semi-annually on June 30 and December 31 in each year, commencing on December 31, 2010. The Debentures will be convertible at the holder's option into fully paid and non-assessable shares of Boralex at any time prior to the close of business on the earlier of the day the Debentures mature and the business day immediately preceding the date specified by Boralex for redemption of the Debentures, at a conversion price of $17.00 per Boralex share representing approximately 70% premium over the weighted average trading price of the Boralex shares over the 30-day period ending on May 3 and representing a conversion rate of 5.88235 Boralex shares for each $100 principal amount of Debentures. Boralex has applied to list the Debentures (including the underlying shares issuable upon conversion, redemption or maturity of the Debentures) issuable in connection with the Offer on the TSX. Listing will be subject to Boralex fulfilling all requirements of the TSX.
The special committee of independent trustees of Boralex Power Trust (the "Special Committee") and the independent members of the Board of Trustees have unanimously determined, on behalf of the Fund trustee, that the Offer is fair to Unitholders other than Boralex and is in the best interest of the Fund and such Unitholders. Boralex holds a 23% interest in the Fund and the Offer will be an "insider bid" for purposes of applicable securities laws. Accordingly, in response to Boralex initial approach to the Fund regarding a potential business combination, the Board of Trustees established the Special Committee to consider its options and to review a potential offer by Boralex. The Special Committee retained CIBC to act as financial advisor and Fasken Martineau DuMoulin LLP as legal advisor. The Special Committee also retained BMO Capital Markets as independent valuator to prepare a formal valuation in compliance with applicable securities laws, and to provide a fairness opinion to the Special Committee. Based on its review, BMO Capital Markets concluded that, as of May 3, 2010, the fair market value of the Units is in the range of $4.50 to $5.05 per Unit. BMO Capital Markets also provided an opinion to the Special Committee that, as of May 3, 2010 and based upon and subject to the analyses, assumptions, qualifications and limitations set out in such opinion, the consideration offered pursuant to the Offer is fair, from a financial point of view, to Unitholders other than Boralex and its affiliates.
Following completion of the transaction, it is intended that one of the independent trustees will join the Board of Boralex as director. The Fund will maintain its current distribution until completion of the Offer (and on a prorated basis for the month during which the Offer will be completed).
A take-over bid circular containing the full details of the Offer (together with a Trustees' Circular) and other related documents are expected to be mailed to Unitholders no later than May 21, 2010.
The Offer is conditional on the deposit in response to the Offer of at least 66 2/3% of the outstanding Units (on a fully-diluted basis) and a majority of the Units not controlled by Boralex and its related parties and joint actors, the receipt of any necessary regulatory approvals and satisfaction or waiver of other customary conditions. Pursuant to applicable TSX requirements, the Offer is also conditional upon Boralex obtaining the approval of a majority of its shareholders. Boralex intends to provide TSX with written evidence that more than 50% of its shareholders are familiar with the terms of the Offer and are in favour of the issuance of the Debentures, failing which Boralex will hold a special shareholder meeting within the next 60 days. Irrevocable voting agreements were obtained from shareholders holding or exercising control over approximately 48% of the outstanding shares of Boralex.
Under the Support Agreement, the Fund has agreed that it will not solicit or initiate any discussions concerning the sale of material assets or any other business combination, and has granted Boralex a right to match any superior proposals. In the event the Offer is not completed in certain circumstances, the Fund has agreed to pay Boralex a termination fee of approximately $6.8 million, in particular if the Offer is not completed due to a superior proposal. The Support Agreement contains strict covenants regarding the conduct of business of the Fund and Boralex, covenants that also apply to Boralex Power Inc., in its capacity as administrator to the Fund, during the period from the execution of the Support Agreement until completion of the Offer.
Boralex has retained TD Securities to act as financial advisor and Fraser Milner Casgrain LLP as legal advisor.
A conference call is scheduled for May 4, 2010 at 8:30 a.m. ET. Montreal area call-in number is 514-807-9895. North-American toll-free call-in number is 1 888-231-8191. All individuals interested by this announcement are invited to listen to the conference and to look at a presentation which will be broadcast live or deferred on the Fund corporate website at www.fundboralexenergy.com, on the Boralex website at www.boralex.com and on the CNW website at www.cnw.ca.
Boralex is a major independent power producer whose core business is the development and operation of power stations that generate renewable energy. Employing over 300 people, the Corporation operates 29 power stations with a total installed capacity of 417 megawatts ("MW") in Canada, in the North-eastern United States and in France. In addition, the Corporation has, alone or with its European and Canadian partners, power projects under development that will add close to 300 MW of power, of which almost 100 MW will come online by the end of fiscal 2010. Boralex is distinguished by its diversified expertise and in-depth experience in three power generation segments - wind, hydroelectric and thermal. Boralex also holds a 23% interest in Boralex Power Income Fund, which has 10 power stations with a total installed capacity of 190 MW in Québec and the United States. These sites are managed by Boralex. Boralex shares are listed on the Toronto Stock Exchange (TSX) under the ticker symbol BLX.
About Boralex Power Income Fund
Boralex Power Income Fund (the "Fund") is an unincorporated open-ended trust that indirectly owns ten power generating stations located in the province of Québec and in the United States producing energy from different sources including wood-residue or natural gas thermal and cogenerating facilities as well as hydroelectric power stations. In total, these power stations have an installed capacity of 190 MW. The Fund's units are listed on the Toronto Stock Exchange ("TSX") under the symbol BPT.UN.
Certain statements contained in this press release, including those regarding future results and performance, are forward-looking statements based on current expectations. The accuracy of such statements is subject to a number of risks, uncertainties and assumptions that may cause actual results to differ materially from those projected, including, but not limited to, the general impact of economic conditions, raw material price increases and availability, currency fluctuations, fluctuations in electricity selling prices, the Corporation's financing capacity, adverse changes in general market and industry conditions, as well as other factors listed in the Corporation's filings with different securities commissions.