Brookfield Renewable to Make All-Cash Offer to Acquire

Brookfield Renewable to Make All-Cash Offer to Acquire Western Wind
Energy Corp. 
- All-cash offer of $2.50 per common share  
- Significant premium to Western Wind's closing prices prior to the
announcements of its sale process and Brookfield Renewable's initial
investment in Western Wind  
- Provides certainty to sale process  
- Allows all shareholders to realize immediate liquidity and
certainty of value  
- Offer not subject to due diligence or financing conditions 
HAMILTON, BERMUDA -- (Marketwire) -- 11/23/12 --  
All amounts in Canadian dollars unless otherwise indicated 
Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield
Renewable") today announced its intention to commence an offer (the
"Offer") to acquire all of the issued and outstanding Common Shares
of Western Wind Energy Corp. ("Western Wind" or the "Company") for
cash consideration of $2.50 per share ("Price"). 
The Price represents a significant premium of 110% to the $1.19 per
Common Share closing price on the TSXV on July 27, 2012 (the last
trading day prior to Western Wind's announcement of its sale process)
and 20% to the $2.09 per Common Share closing price on the TSXV on
August 28, 2012 (the last trading day prior to Brookfield Renewable
announcing the acquisition of 16.2% of the outstanding Common Shares
of Western Wind for $2.25 per share). 
Background to the Offer 
On July 30, 2012, Western Wind announced that effective immediately
it was commencing a sale process for the Company. On August 28, 2012,
Brookfield Renewable acquired 16.2% of the outstanding Common Shares
in a single transaction and approached Western Wind regarding
participation in its sale process. Since that time, no offer has been
presented to Shareholders of Western Wind and Brookfield Renewable
could not reach agreement with the Company for participation in the
sale process. Accordingly, after discussions with a number of other
Shareholders, Brookfield Renewable decided to make the Offer.  
While Brookfield Renewable has completed a substantial amount of
analysis based on Western Wind's public disclosure, the Offer is
being made without the benefit of detailed due diligence or
negotiations with the Board of Directors of Western Wind regarding
the terms on which the Board would recommend the 
Offer to
Shareholders. Brookfield Renewable would welcome the opportunity to
work with the Board of Western Wind and its advisors towards a
Board-supported transaction. 
Other Benefits of the Offer 
The Offer is not subject to due diligence or financing conditions.
The other key benefits of the Offer are: 


 
--  Certainty to Sale Process. Western Wind launched its sale process on
    July 30, 2012, and since then, no alternative proposals for Shareholders
    to realize the value of their investments have been presented to
    Shareholders. 
    
--  Realize Immediate Liquidity. The shares of Western Wind are thinly
    traded on the TSXV and the Offer provides an attractive liquidity event
    and an opportunity for Shareholders to realize cash proceeds and
    certainty of value for their entire investment. 
    
--  Offer Structure Provides Western Wind Ample Time to Present
    Alternatives. The Offer will be structured to meet the requirements of a
    "Permitted Bid" under Western Wind's Shareholder Rights Agreement and to
    allow Western Wind to have adequate time to conclude its announced sale
    process. This provides ample time for Shareholders to consider the Offer
    or for a superior proposal to be presented to Shareholders. 
    
--  Avoid Uncertainty of Continued Investment in Western Wind. Western Wind
    faces significant competition from larger companies in a rapidly-
    consolidating renewable power industry. If Shareholders do not tender to
    the Offer and no other offer for Western Wind emerges, both the price
    and liquidity of the shares may decline.  

 
Brookfield Renewable is a well-capitalized, experienced operator and
developer of renewable power assets with approximately 5,300 MW of
generating capacity, nearly 800 MW of which is wind power. Brookfield
Renewable is uniquely positioned to assess the value of Western
Wind's assets. 
Terms and Conditions of the Offer 
Under the terms of the Offer, Brookfield Renewable would acquire,
through WWE Equity Holdings Inc., an indirect wholly-owned
subsidiary, all of the issued and outstanding Common Shares of
Western Wind (excluding those it already owns) for $2.50 in cash per
Common Share.  
Brookfield Renewable owns and controls 11,004,609 Common Shares of
Western Wind, representing approximately 15.9 percent of the issued
and outstanding Common Shares, and 319,741 warrants that, if
exercised, would represent approximately an additional 0.5 percent of
the presently issued and outstanding Common Shares.  
The Offer includes Common Shares that may become issued and
outstanding after the date of the Offer but before the expiry time of
the Offer upon the exercise of options granted under Western Wind's
stock option plans or upon the exercise of Western Wind's share
purchase warrants.  
Full details of the Offer will be included in the formal offer and
take-over bid circular to be filed with securities regulatory
authorities and mailed to Shareholders. The Offer documents will be
accessible under Western Wind's profile on SEDAR beginning on
November 26, 2012. The Offer will be open until January 28, 2013 at
5:00 p.m. EST. The Offer will be subject to acceptance by
Shareholders independent of Brookfield Renewable owning more than 50%
of the Common Shares outstanding and other offer conditions customary
in the circumstances. The Offer will be structured as a "Permitted
Bid" under Western Wind's Shareholder Rights Agreement.  
Brookfield Renewable has retained Canadian Stock Transfer Company
Inc. as its Depositary and CST Phoenix Advisors as its Information
Agent in connection with the Offer. 
Brookfield Renewable Energy Partners (TSX:BEP.UN) operates one of the
largest publicly-traded, pure-play renewable power platforms
globally. Its portfolio is primarily hydroelectric and totals
approximately 5,300 megawatts of installed capacity. Diversified
across 69 river systems and 11 power markets in the United States,
Canada and Brazil, the portfolio generates enough electricity from
renewable resources to power more than two million homes on average
each year. With a virtually fully-contracted portfolio of
high-quality assets and strong growth prospects, the business is
positioned to generate stable, long-term cash flows supporting
regular and growing cash distributions to unitholders. For more
information, please visit www.brookfieldrenewable.com. 
Cautionary Statement Regarding Forward-Looking Information 
This news release contains forward-looking statements and
information, within the meaning of Canadian securities laws,
including those relating to the Offer. Forward-looking statements may
include estimates, plans, expectations, opinions, forecasts,
projections, guidance or other statements that are not statements of
fact. Forward-looking statements in this news release include
statements regarding the benefits of the Offer and timing for
completion of the Offer. Forward-looking statements can be identified
by the use of words such as "expects", "look forward", and "will
bring", or variations of such words and phrases, or statements that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Although we believe that
our anticipated futu
re results, performance or achievements expressed
or implied by the forward-looking statements and information in this
news release are based upon reasonable assumptions and expectations,
we cannot assure you that such expectations will prove to have been
correct. You should not place undue reliance on forward-looking
statements and information as such statements and information involve
known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking statements
and information. While we anticipate that subsequent events and
developments may cause our views to change, we disclaim any
obligation to update the forward-looking statements, other than as
required by applicable law. For further information on these known
and unknown risks, please see "Risk Factors" included in our Annual
Information Form.
Contacts:
Investor Contact:
Brookfield Renewable Energy Partners L.P.
Zev Korman
Director, Investor Relations
zev.korman@brookfield.com
(416) 359-1955 
Media Contact:
Brookfield Renewable Energy Partners L.P.
Andrew Willis
SVP, Communications and Media
andrew.willis@brookfield.com
(416) 369-8236
 
 
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