DEDHAM, Mass., March 2, 2021 /PRNewswire/ -- Atlantic Power
Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power") and its
indirect, wholly-owned subsidiary, Atlantic Power Preferred Equity
Ltd. ("APPEL"), today announced the mailing of the information
circular and proxy statement (the "Circular and Proxy Statement")
and related proxy materials in connection with the special meeting
of common shareholders of Atlantic Power ("Common Shareholders")
and the special meeting of preferred shareholders of APPEL
("Preferred Shareholders") to be held at 10:00 a.m. (Eastern Daylight Time) and
11:00 a.m. (Eastern Daylight Time),
respectively, on Wednesday, April 7,
2021 in a virtual format. The special meetings are to be
held in accordance with the terms of an interim order of the
Supreme Court of British Columbia
obtained on February 23, 2021.
The purpose of the special meetings is to approve the plan of
arrangement pursuant to an arrangement agreement (the "Arrangement
Agreement") dated January 14, 2021
among Atlantic Power, APPEL, Atlantic Power Limited Partnership and
certain affiliates of infrastructure funds managed by I Squared
Capital (US) LLC whereby, among other things, all the issued and
outstanding common shares of Atlantic Power will be acquired for
US$3.03 per common share in cash and
all of the issued and outstanding preferred shares of APPEL will be
transferred to APPEL for Cdn$22.00 in
cash per preferred share (the "Transaction"). At the special
meetings, Common Shareholders will also be asked to approve, by
non-binding advisory vote, certain compensation arrangements for
Atlantic Power's named executive officers in connection with the
Transaction and Preferred Shareholders will also be asked to
approve the continuance of APPEL from the jurisdiction of the
Province of Alberta to the
jurisdiction of the Province of British
Columbia.
The Circular and Proxy Statement contains important information
regarding the Arrangement Agreement and the Transaction. The
Circular and Proxy Statement also explains how Common Shareholders
and Preferred Shareholders can vote prior to or at their respective
special meetings, the background to the Transaction, the reasons
the special committee of Atlantic Power's board of directors
unanimously recommended the boards of directors of both Atlantic
Power and APPEL approve the Transaction, and the reasons the boards
of directors of both Atlantic Power and APPEL unanimously
determined that the Transaction is in the best interests of
Atlantic Power and APPEL and recommend that shareholders vote in
favor of the Transaction.
Atlantic Power has retained Kingsdale Advisors to act as proxy
solicitation agent and to answer information requests from Common
Shareholders and Preferred Shareholders with regard to the approval
of the Transaction. If you have any questions or need assistance in
your consideration of the Transaction, in voting your shares, or if
you have any questions or need assistance with the completion and
delivery of your proxy, please contact Kingsdale Advisors by
telephone at 1-866-229-8263 (toll free in North America) or 416-867-2272 (collect
outside North America), by
facsimile at 1-866-545-5580 or by e-mail at
contactus@kingsdaleadvisors.com.
About Atlantic Power and APPEL
Atlantic Power is an independent power producer that owns power
generation assets in eleven states in the
United States and two provinces in Canada. Atlantic Power's generation projects
sell electricity and steam to investment-grade utilities and other
creditworthy large customers predominantly under long-term power
purchase agreements that have expiration dates ranging from 2021 to
2043. Atlantic Power seeks to minimize its exposure to commodity
prices through provisions in the contracts, fuel supply agreements
and hedging arrangements. The projects are diversified by
geography, fuel type, technology, dispatch profile and offtaker
(customer). Approximately 75% of the projects in operation are 100%
owned and directly operated and maintained by Atlantic Power.
Atlantic Power has expertise in operating most fuel types,
including gas, hydro, and biomass, and it owns a 40% interest in
one coal project. APPEL is an indirect, wholly-owned subsidiary of
Atlantic Power.
Atlantic Power's shares trade on the NYSE under the symbol AT
and on the TSX under the symbol ATP. APPEL's preferred shares trade
on the TSX under the symbols "AZP.PR.A", "AZP.PR.B" and "AZP.PR.C".
For more information, please visit Atlantic Power's website at
www.atlanticpower.com.
Copies of Atlantic Power's financial data and other publicly
filed documents are available on SEDAR at www.sedar.com or on EDGAR
at www.sec.gov/edgar.shtml under "Atlantic Power Corporation" or on
Atlantic Power's website.
Cautionary Note Regarding Forward-Looking Statements
To the extent any statements made in this news release contain
information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended, and under
Canadian securities law (collectively, "forward-looking
statements").
Certain statements in this news release may constitute
forward-looking statements, which reflect the expectations of
Atlantic Power's management regarding the future growth, results of
operations, performance and business prospects and opportunities of
Atlantic Power and its projects and the Transaction. These
statements, which are based on certain assumptions and describe
Atlantic Power's future plans, strategies and expectations, can
generally be identified by the use of the words "plans", "expects",
"does not expect", "is expected", "budget", "estimates",
"forecasts", "targets", "intends", "anticipates" or "does not
anticipate", "believes", "outlook", "objective", or "continue", or
equivalents or variations, including negative variations, of such
words and phrases, or state that certain actions, events or
results, "may", "could", "would", "should", "might" or "will" be
taken, occur or be achieved. Examples of such statements in this
news release include, but are not limited to, statements with
respect to the anticipated timing of the special meetings.
Forward-looking statements involve significant risks and
uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. Risks and uncertainties
inherent in the nature of the Transaction include, without
limitation, the failure of the parties to obtain necessary
securityholder, regulatory and court approvals, obtain third-party
consents, or to otherwise satisfy the conditions to the completion
of the Transaction, in a timely manner, or at all, failure to
realize the expected benefits of the Transaction and general
economic conditions. Failure to so obtain required approvals or
consents, or the failure of the parties to otherwise satisfy the
conditions to or complete the Transaction, may result in the
Transaction not being completed on the proposed terms, or at all.
Please also refer to the factors discussed under "Risk Factors
Relating to the Arrangement" in the Circular and Proxy Statement,
as well as the factors discussed under "Risk Factors" and
"Forward-Looking Information" in Atlantic Power's periodic reports
as filed with the SEC from time to time for a detailed discussion
of the risks and uncertainties affecting Atlantic Power. The
anticipated dates provided may change for a number of reasons,
including the inability to secure necessary securityholder,
regulatory, court or other third-party approvals or consents in the
time assumed, delays resulting from the impact of the COVID-19
pandemic, or the need for additional time to satisfy the other
conditions to the completion of the Transaction. Although the
forward-looking statements contained in this news release are based
upon what are believed to be reasonable assumptions, investors
cannot be assured that actual results will be consistent with these
forward-looking statements, and the differences may be material.
These forward-looking statements are made as of the date of this
news release and, except as expressly required by applicable law,
Atlantic Power assumes no obligation to update or revise them to
reflect new events or circumstances.
Additional Information about the Transaction and Where to
Find It
Atlantic Power filed the definitive Circular and Proxy Statement
with the SEC and Canadian Securities Administrators on March 2, 2021 and first mailed the Circular and
Proxy Statement on March 2, 2021.
Atlantic Power and APPEL urge their respective securityholders to
read the Circular and Proxy Statement carefully because it contains
important information about the Transaction. You may obtain a free
copy of the Circular and Proxy Statement and other related
documents Atlantic Power may file with the SEC and Canadian
Securities Administrators free of charge on EDGAR at www.sec.gov,
on SEDAR at www.sedar.com, or on Atlantic Power's website at
www.atlanticpower.com. Information contained on, or that may be
accessed through, the websites referenced in this communication is
not incorporated into and does not constitute a part of this news
release. We have included these website addresses only as inactive
textual references and do not intend them to be active links.
Participants in the Solicitation
Atlantic Power and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of Atlantic Power's common shares in respect of the
Transaction. Information about the persons who may, under the rules
of the SEC, be deemed participants in the solicitation of Atlantic
Power's shareholders is set forth in the Circular and Proxy
Statement. You may find additional information about Atlantic
Power's directors and executive officers in the proxy statement and
proxy circular for Atlantic Power's 2020 Annual General Meeting of
Shareholders, which was filed with the SEC and Canadian Securities
Administrators on April 28, 2020. You
can obtain free copies of these documents from Atlantic Power using
the contact information above.
No Offer or Solicitation
This news release is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.
Contacts:
For Atlantic Power
Atlantic Power Corporation
Investor Relations
+1 (617) 977-2700
info@atlanticpower.com
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SOURCE Atlantic Power Corporation
