Brookfield Renewable Responds to Statements of Western Wind Energy
Corp. Regarding All-Cash Offer
HAMILTON, BERMUDA -- (Marketwire) -- 01/09/13 --
All amounts in Canadian dollars unless otherwise indicated
Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield
Renewable") today announced that it has sent a letter to the Board of
Directors of Western Wind Energy Corp. ("Western Wind") in response
to statements of Western Wind regarding Brookfield Renewable's
all-cash offer (the "Offer") to acquire the issued and outstanding
Common Shares of Western Wind for $2.50 per share.
Western Wind has asked that shareholders take no action with respect
to the Offer but has not provided any indication that an alternative
transaction proposal will be presented to shareholders prior to
expiry of the Offer. Furthermore, Western Wind has not provided
Brookfield Renewable access to information which may support a higher
The full text of the letter Brookfield Renewable sent to the Board of
Directors of Western Wind is below.
The Offer will be open until January 28, 2013 at 5:00 p.m. EST. For
further information on the Offer, please contact CST Phoenix
Advisors, Brookfield Renewable's information agent for the Offer, by
toll free phone at 1-800-336-5159 or by email at
Full text of letter sent to the Board of Directors of Western Wind:
January 9, 2013
Board of Directors
Western Wind Energy Corp.
Suite 1326, 885 West Georgia Street
Re: All-Cash Offer to Acquire Western Wind Energy Corp.
As you know, we are a significant shareholder of Western Wind Energy
Corp. ("Western Wind" or the "Company") and have made an offer
("Offer") to acquire all of the issued and outstanding common shares
of Western Wind for cash consideration of $2.50 per share. We would
like to take this opportunity to comment on certain public statements
and information included in your November 30, 2012 Q3 conference
call, your Directors' Circular in response to our Offer, and recent
Western Wind news releases. We would also like to reiterate that our
preferred approach is to work with the Board of Western Wind and its
advisors towards a Board-supported transaction.
Over five months have elapsed since the announcement of the sales
process, and over six weeks have elapsed since the announcement of
our Offer. Mr. Ciachurski has criticized our Offer as too low, yet no
alternative transaction has been presented to shareholders and we
still have not been provided with access to any information that
would support our paying a higher offer price. This, notwithstanding
Mr. Ciachurski's comment on the November 30th conference call that
"we're willing to give (Brookfield) information that they need
to...reassess their price..."
As we indicated to the Chairman of the Board of Directors in our
November 23, 2012 letter regarding the Offer, we have made our Offer
without the benefit of due diligence. We have received no
communication from Rothschild since their visit to our office on
November 28, 2012 (this, despite a statement that "Rothschild is
handling the relationship with Brookfield"), nor have we had any
engagement with the Western Wind board or management. If Western Wind
provides us with access to the information provided to other
potential buyers in the sales process, we may find information on
Western Wind that supports our paying a higher price. Please let us
know as soon as possible if you are willing to do so as we stand
ready to complete this work prior to the expiry of our Offer if you
provide us adequate time to do so. We assume you will agree that
engaging with us to maximize our offer price is in the best interest
of Western Wind shareholders.
We would note the following with respect to the price we have
-- First, in connection with Western Wind's US$25 million term loan
facility announced on November 19, 2012, the Company issued 400,000
share purchase warrants to the lender at $2.50 per share. Given the
Company's statements that no dilutive securities would be issued, the
Company must not believe that issuing shares at $2.50 per share is too
low or a dilutive price.
-- Secondly, as disclosed in your Directors' Circular, several of your
Directors and Officers (including members of your Special Committee
overseeing the sales process) sold a significant number of common shares
of Western Wind in the three months prior to the announcement of our
Offer at prices at or below our offer price. These dispositions were
well after Western Wind's July 30, 2012 announcement of its sales
process, and, most notably, after our August 29, 2012 announced initial
investment in Western Wind at a price of $2.25 per share.
-- Thirdly, Mr. Ciachurski indicated that Rothschild was preparing a
fairness opinion with respect to the adequacy of our Offer and that an
outline of that fairness opinion would be part of the Directors'
Circular. No such opinion was included.
-- Fourthly, in the five months since the sales process began, no third
party offers for the Company have been forthcoming at a higher price
than our Offer, notwithstanding statements by the Company to the effect
that the sales process has been a robust one. As a major shareholder of
the Company, we have a significant interest in the outcome of this
We have structured our Offer as a "Permitted Bid" under Western
Wind's shareholder protection rights plan agreement. Based on
statements in your Directors' Circular, we are concerned that you may
try to delay completion of our Offer by taking a position that our
Offer is not a Permitted Bid, so we have forwarded our take-over bid
circular, your Directors' Circular and relevant correspondence to the
British Columbia Securities Commission to confirm that our Offer is a
Once again, we continue to welcome the opportunity to work with the
Board and its advisors towards a Board-supported transaction, but
time to do so is rapidly running out as our Offer expires on January
We look forward to your prompt response.
Chief Executive Officer of the manager of Brookfield Renewable Energy
Partners L.P., BRP Energy Group L.P.
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 shareholders. For more
information, please visit www.brookfieldrenewable.com.
Brookfield Renewable Energy Partners L.P.
Director, Investor Relations
Brookfield Renewable Energy Partners L.P.
SVP, Communications and Media
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