Board Urges Stockholders to Vote "FOR" the Transaction
with Canada Pension Plan Investment Board
SAN FRANCISCO, Feb. 24, 2020 /PRNewswire/ -- Pattern Energy
Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the
"Company") today filed an investor presentation highlighting that
the Company's pending transaction with Canada Pension Plan
Investment Board ("CPP Investments") is the best alternative for
stockholders and reiterating that the Pattern Energy Board of
Directors recommends that stockholders vote "FOR" the
proposals related to the transaction at the upcoming Special
Meeting on March 10, 2020.
The presentation can be found on the investor page of the
Company's website at
https://investors.patternenergy.com/investor-relations.
Highlights of the presentation include:
- The $26.75 per 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's unaffected
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 Energy has 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's stock 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 Energy stockholders 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 Pattern
Energy stockholders.
-
- 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.
Pattern Energy's Board unanimously recommends that stockholders
vote "FOR" the transaction at the Special Meeting.
Pattern Energy continues to expect the transaction to close by
the second quarter of 2020, subject to Pattern Energy stockholder
approval and other customary closing conditions. The Company has
received all regulatory approvals required to complete the
transaction.
Evercore and Goldman Sachs & Co. LLC are acting as
independent financial advisors to Pattern Energy's Special
Committee of the Board, and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is serving as independent legal counsel to the Special
Committee of the Board.
If you have any questions about the special meeting or need
assistance with voting procedures, you should contact:
Innisfree M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, New York 10022
Stockholders
(Toll-Free): 1-888-750-5834
Banks and Brokers
(Collect): 1-212-750-5833
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent
power company listed on the Nasdaq Global Select Market and Toronto
Stock Exchange. Pattern Energy has a portfolio of 28 renewable
energy projects with an operating capacity of 4.4 GW in the
United States, Canada and Japan that use
proven, best-in-class technology. For more information,
visit www.patternenergy.com.
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 Federal Energy Regulatory
Commission, and (d) 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 December 31, 2018, as updated or supplemented by
subsequent reports that the Company has filed or files with the
U.S. Securities and Exchange Commission ("SEC") and Canadian
securities regulatory authorities. Potential investors,
stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which they are made. The Company does not assume any
obligation to publicly update any forward-looking statement after
it is made, whether as a result of new information, future events
or otherwise, except as required by law.
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 SEC and Canadian securities regulatory authorities and
mailed the definitive proxy statement and proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO
AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN
SECURITIES REG`ULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Stockholders and investors are able to obtain free copies of the
proxy statement and other relevant materials (when they become
available) and other documents filed by the Company at the SEC's
website at www.sec.gov and the website of the Canadian securities
regulatory authorities at www.sedar.com. Copies of the proxy
statement and the filings incorporated by reference therein may
also be obtained, without charge, by contacting the Company's
Investor Relations department at ir@patternenergy.com or (416)
526-1563.
Participants in Solicitation
The Company and its
directors, executive officers and certain employees, may be deemed,
under SEC rules and applicable rules in Canada, to be participants in the solicitation
of proxies in respect of the Merger. Information regarding the
Company's directors and executive officers is available in its
annual proxy statement and definitive proxy statement related to
the proposed transaction filed with the SEC and Canadian securities
regulatory authorities on April 23,
2019 and February 4, 2020,
respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is also contained in
the definitive proxy statement and other relevant materials filed
with the SEC and Canadian securities regulatory authorities. These
documents can be obtained free of charge from the Company from the
sources indicated above.
Media Contact
Joele
Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron
Palash
212.355.4449
Investor Contact
Scott
Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
View original content to download
multimedia:http://www.prnewswire.com/news-releases/pattern-energy-files-investor-presentation-301010119.html
SOURCE Pattern Energy Group Inc.