Brookfield Renewable Terminates Discussions With Western Wind
$2.50 All-Cash Offer Expires on Monday, January 28, 2013 at 5:00 P.M
HAMILTON, BERMUDA -- (Marketwire) -- 01/24/13 --
All amounts in Canadian dollars unless otherwise indicated
Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield
Renewable") today sent a letter to the Board of Directors of Western
Wind Energy Corp. ("Western Wind" or the "Company") terminating all
present or future discussions regarding any alternative transactions
to its all-cash offer (the "Offer") to acquire the common shares of
Western Wind for $2.50 per share.
When Brookfield Renewable commenced its Offer in November 2012,
Brookfield Renewable made it clear that its preferred approach was to
work with the Board of Western Wind and its advisors towards a Board
supported transaction. Brookfield Renewable has indicated since that
time that it would be open to discussions with the Board in good
faith on the basis that it would have access to information in order
to determine whether there was additional value that could be paid
for the Company.
Unfortunately, based on Western Wind's conduct since commencement of
the Offer it appears that Western Wind, and in particular, its CEO,
has no intention of selling the Company. In fact, Brookfield
Renewable's recent discussions with Western Wind appear to have been
orchestrated by the Company to enable it to issue its January 22,
2013 news release as well as its Notice of Change to its
Supplementary Director's Circular, and raise shareholder expectations
that a revised proposal will be made, despite there being no
agreement or understanding between the parties regarding a proposal
or its terms. The Board of Western Wind is asking shareholders to
compare our firm $2.50 per share all cash offer against an indication
that it would be able to negotiate a transaction with Brookfield in
which the cash component would remain the same. This is not accurate.
Brookfield therefore reiterates that it is proceeding with its Offer
and wishes to make the following points to shareholders regarding the
Offer and Western Wind's most recent directors' circulars in response
to the Offer:
-- No Alternative Proposal. Almost six months have elapsed since the
announcement of Western Wind's sale process and over seven weeks have
elapsed since the announcement of the Offer and no alternative proposal
has been presented to shareholders. This is despite a comprehensive
process conducted by Western Wind inviting, as disclosed by Western Wind
on September 20, 2012, 56 parties to consider the acquisition of Western
Wind. If a potential buyer were interested in buying the Company, it
would have submitted an alternative proposal before the Offer expires.
Western Wind is essentially asking its shareholders to reject the Offer
and take its word that a superior transaction will be announced sometime
in the future.
-- No Fairness Opinion. In none of Western Wind's three directors'
circulars has it provided shareholders with an opinion from either of
its financial advisors regarding the adequacy of Brookfield Renewable's
$2.50 offer price. This is a customary opinion to receive if one takes
the view than an offer is inadequate. In late November 2012, Mr.
Ciachurski indicated that Rothschild would be preparing a fairness
opinion with respect to the adequacy of the Offer. No such opinion has
been forthcoming. Brookfield Renewable has concluded, and urges fellow
shareholders to conclude, that Rothschild was unable to render such an
opinion as the $2.50 per share is fair to shareholders from a financial
-- Management Self-Interest. While management is asking shareholders to
wait for an indefinite period of time before realizing on their
investment in the Company, management has already received large change
of control payments and directors and officers of Western Wind are
disposing of their interests in the Company.
-- As disclosed in Western Wind's public disclosure, during the three
month period ended September 30, 2012, management of Western Wind
convinced the board of directors to approve early payments of their
change of control payments (despite the fact that no sale was on the
horizon). Mr. Ciachurski received approximately $3 million. Further,
in the context of Brookfield Renewable's recent discussions with
Western Wind, Rothschild indicated that a key element of a proposal
for a negotiated transaction would be an amendment to the special
bonus arrangements of Mr. Ciachurski to ensure that he would be paid
his special bonus despite the transaction consideration (which
requires a $3.00 per share threshold for payment to Mr. Ciachurski
of a $2 million bonus). This special bonus would be on top of the
approximately $3 million change of control payment Mr. Ciachurski
has already received.
-- As disclosed in Western Wind's directors' circulars, several of its
directors and officers, including members of its special committee
overseeing the sale process, sold a significant number of common
shares of Western Wind in the three months prior to the announcement
of the Offer at prices at or below Brookfield Renewable's $2.50
offer price. More recently, as disclosed in Western Wind's
supplementary directors' circular dated January 21, 2013, certain
officers of Western Wind disposed of a significant number of common
shares of Western Wind after commencement of the Offer. These most
recent dispositions were during the period of time that Western Wind
was urging its shareholders to take no action regarding the Offer
and wait for a superior alternative proposal.
-- Minimum Tender Condition. It is a condition of the Offer that 50% of
common shares held by shareholders independent of Brookfield Renewable
are tendered to the Offer. Brookfield Renewable is clear in its take-
over bid circular that this condition will not be waived. The Offer
would no longer be a "Permitted Bid" under Western Wind's shareholder
rights agreement if this condition were waived. If this minimum tender
condition is not satisfied by the expiry time of the Offer, no common
shares will be acquired by Brookfield Renewable.
-- Attractive Consideration. The $2.50 per share offer price represents
attractive consideration and a significant premium of 110% to the $1.19
per common share closing price of the common shares on 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 of the
common shares on TSXV on August 28, 2012 (the last trading day prior to
Brookfield Renewable's announcement of its initial investment in Western
-- Time is Running Out. The Offer expires on January 28, 2013 at 5:00 p.m.
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
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.
Investor Contact: Brookfield Renewable Energy Partners L.P.
Director, Investor Relations
Media Contact: Brookfield Renewable Energy Partners L.P.
SVP, Communications and Media
Press spacebar to pause and continue. Press esc to stop.