Western Wind Increases Megawatts Under Contract by 51% From 195MW to 295MW and
Responds to Brookfield's Latest Offer
VANCOUVER, British Columbia, February 4, 2013
VANCOUVER, British Columbia, February 4, 2013 /PRNewswire/ --
TSX.V Symbol: " WND"
OTCQX Symbol: "WNDEF"
Issued and Outstanding: 70,462,806
Western Wind Energy Corp. - (the "Company" or "Western Wind") (TSX Venture
Exchange - "WND") (OTCQX - "WNDEF") provides an update and responds to an
amendment to the unsolicited offer (as amended, the "Offer") by WWE Equity
Holdings Inc, an indirect subsidiary of Brookfield Renewable Energy Partners
L.P. (together, "Brookfield") to acquire all of the issued and outstanding
common shares (the "Shares" or the "Western Wind Shares") of Western Wind.
Option on New 100 MW Power Purchase Agreement
Western Wind is pleased to announce that the Company has entered into an
option agreement (the "Option Agreement") with PBJL Energy Corporation
("PBJL") for the sole and exclusive right and option (the "Option") to
purchase rights held by PBJL under a Master Renewable Power Purchase and
Operating Agreement (the "Master PPA") between PBJL and Puerto Rico Electric
Power Authority (the "Power Authority"). Pursuant to the Master PPA, PBJL has
the right to sell power from one or more solar energy facilities with a net
aggregate capacity of up to 100MWs in various locations in Puerto Rico (the
"Project Rights") and the Power Authority has agreed to purchase all
electricity produced from the locations in connection with the Project Rights.
The power purchase agreements entered into under the Master PPA will have a
tenure of 20 years and the projects must be online by December 31, 2015.
Pursuant to the Option Agreement, the Company has the exclusive right to
acquire the Project Rights and all rights currently held by PBJL under the
Master PPA upon making a payment of US$5,000,000. The Option may be exercised
either by acquiring the shares of PBJL or the Project Rights including an
assignment of the Master PPA. The Option will terminate upon the earlier of
(i) September 30, 2013, if the closing of the Option has not occurred on or
before that date; (ii) immediately at the sole discretion of PBJL, upon a
"change of control" (as defined in the Option Agreement) of Western Wind which
includes a transaction which is not supported by the Board of Directors or a
material change in the composition of the Board of Directors of the Company.
Unless the Offer is supported by the Board of Directors, the taking up of
shares by Brookfield under the Offer will permit PBJL to terminate the Option.
The Company was able to acquire the Option for nominal consideration. PBJL is
a private company principally owned by independent businessmen who from time
to time provide consulting services to the Company. The US$5 Million payment
will be paid by and at the sole discretion of the Board approved purchaser of
The Company's ability to exercise the 100MW option will be subject to the
receipt of all required approvals. The Master PPA can be used on sites
acquired or developed by third parties and, subject to meeting all stated
conditions, the Power Authority is obligated to purchase the energy generated
up to 100 MW. There is no obligation by PBJL to produce or build any
Response to Amended Offer
On January 28, 2013, Brookfield announced that it had amended and supplemented
the Offer in order to (a) increase the price payable under the Offer to $2.60
in cash for each Western Wind Share and (b) extend the expiry of the Offer
from 5:00 p.m. (Toronto time) on January 28, 2013 to 5:00 p.m. (Toronto time)
on February 11, 2013 (a statutory holiday in British Columbia), unless the
Offer is further extended or withdrawn (the "Amended Offer").
After careful consideration, including a thorough review of the Amended Offer,
as well as other factors, on February 3, 2013, the Special Committee and the
Board of Directors both determined that they recommend that shareholders
REJECT the Amended Offer.
While the auction process remains open, no binding offer has been made as of
the date of this news release. Brookfield acquired its interest in the Company
after the announcement of the sale process. The Board of Directors is of the
view that this was done to influence the sale process. To date, the presence
of the Offer in addition to Brookfield's position as a significant shareholder
of the Company has had a chilling effect on the sale process.
The Special Committee and the Board of Directors continue to believe that the
sale of the Company should proceed by way of an auction process unencumbered
by the Offer. Management and the Board of Directors of the Company remain
committed to a sale of the Company and delivering the superior value to its
The Project Rights and the Master PPA may represent an important asset of the
Company and provide an opportunity to increase value during the sales
process. The Offer, as it was made before the entering into of the Option
Agreement, does not ascribe any value to the Project Rights or the Master PPA.
The Board of Directors is of the view that the acquisition of an option on the
Project Rights and the Master PPA is an example of current management's belief
that it can deliver greater value to shareholders than represented by the
Offer, and that a Board supported purchaser will have a substantial
opportunity to own additional contracted PPA rights. The Option to acquire the
Master PPA, if exercised by a board supported purchaser of Western Wind, will
provide that purchaser access to a total of 295 MW of contracted PPA's rather
than the current 195MW. This is an increase of 51% of total MW under contract
that could be acquired by a Board supported purchaser.
Shareholders are urged to consider the Amended Offer carefully, and to read
the Notice of Change which will be filed by the Company shortly in its
entirety before deciding whether to accept or reject the Amended Offer. Any
shareholder who is in doubt as to how to respond to the Amended Offer,
including whether or not to tender or to withdraw his or her Shares, should
consult his or her own investment dealer, tax advisor, lawyer or other
In the Notice of Change to the Supplementary Directors' Circular issued by the
Board of Directors on January 23, 2013, the Company provided information on
certain discussions between the Company and Brookfield and an indication from
Brookfield that an improvement to the Offer may have been possible. On
January 24, 2013, Brookfield announced that it had terminated discussions
regarding any alternative transactions to the Offer.
The Company continues to pursue its application with the Ontario Securities
Commission for an order requiring Brookfield to prepare and disclose the
results of a formal valuation in compliance with Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI
61-101") as part of the Offer.
On January 28, 2013, Brookfield also announced that shareholders holding
9,031,300 Western Wind Shares, or 15.27% of the Shares held by shareholders
independent of Brookfield ("Independent Shareholders"), have entered into
lock-up agreements with Brookfield (the "Lock-Ups"). The Lock-Ups will
terminate if another offer is made for consideration of 5% more than the price
under the Offer. Brookfield also announced that it has been advised that an
additional 3,971,713 Western Wind Shares, representing approximately 6.7% of
the Shares held by Independent Shareholders, will also potentially be tendered
to the Offer (the "Intentions to Tender"). Therefore, Brookfield has stated
that based on the number of Western Wind Shares that are subject to the
Lock-Ups and the Intentions to Tender, shareholders holding 13,003,013 Western
Wind Shares, representing approximately 21.97% of the Shares held by
Independent Shareholders, have indicated that they will tender to the Offer.
The Company wishes to note that, according to Brookfield's public statements,
the Western Wind Shares that are subject to the Lock-Ups and the Intentions to
Tender have not actually been tendered to the Offer. It is impossible to tell
how many Western Wind Shares have been actually tendered to the Offer.
Given public statements made by Brookfield regarding the number of Western
Wind Shares that are subject to the Lock-Ups and the Intentions to Tender, the
Company wishes to note the following regarding the minimum tender condition
relating to the Offer as well as Brookfield's ability to acquire Western Wind
Shares not deposited to the Offer:
*It is a condition of the Offer that half of the Western Wind Shares held
by Independent Shareholders are tendered to the Offer (the "Minimum Tender
*If, within four months after the date of the Offer, the Offer has been
accepted by shareholders who, in the aggregate, hold at least 90% of the
Western Wind Shares (other than Western Wind Shares held by Brookfield as
of the date of the Offer), Brookfield has stated that it intends, subject
to compliance with applicable laws, to acquire (the "Compulsory
Acquisition") all the remaining Western Wind Shares on the same terms that
the Western Wind Shares were acquired pursuant to the Offer, pursuant to
the provisions of applicable corporate law. Western Wind Shares held by
Brookfield as of the date of the Offer will not be counted towards the 90%
threshold for a Compulsory Acquisition.
*If Brookfield acquires less than 90% of the Western Wind Shares,
Brookfield may pursue other means of acquiring the remaining Western Wind
Shares not deposited under the Offer (a "Subsequent Acquisition
Transaction"). In order to complete a Subsequent Acquisition Transaction,
Brookfield must, after taking up Western Wind Shares under the Offer, own
at least 66 ⅔% of the outstanding Western Wind Shares on a fully-diluted
basis and sufficient votes must be cast by "minority" holders to
constitute a majority of the "minority" pursuant to MI 61-101. Brookfield
has stated that it intends to cause the Western Wind Shares acquired under
the Offer to be voted in favour of such a Subsequent Acquisition
Transaction and, to the extent permitted by applicable laws, to be counted
as part of any minority approval that may be required in connection with
such transaction. However, Western Wind Shares held by Brookfield as of
the date of the Offer will not be counted as part of any such minority
Jeff Ciachurski, CEO of Western Wind states "We are proud to have all of our
relationships work together to add significant value for the benefit of our
shareholders during the sales process. An executed 100 MW solar PPA is a
significant asset especially given 74% of Puerto Rico 's electrical
generation is derived from burning dirty and volatile priced oil. This fact
allows strong PPA pricing for us but yet affords the Power Authority with a
cheaper and cleaner pricing option for the rate payers of Puerto Rico . We
expect any purchaser of Western Wind to consider this a major benefit in their
ABOUT WESTERN WIND ENERGY CORP.
Western Wind is a vertically integrated renewable energy production company
that owns and operates wind and solar generation facilities with 165 net MW of
rated capacity in production, in the States of California and Arizona.
Western Wind further owns substantial development assets for both solar and
wind energy in the U.S. The Company is headquartered in Vancouver, BC and has
branch offices in Scottsdale, Arizona and Tehachapi, California. Western Wind
trades on the TSX Venture Exchange under the symbol "WND", and in the United
States on the OTCQX under the symbol "WNDEF".
The Company owns and operates three wind energy generation facilities in
California, and one fully integrated combined wind and solar energy generation
facility in Arizona. The three operating wind generation facilities in
California are comprised of the 120MW Windstar, the 4.5MW Windridge facilities
in Tehachapi, and the 30MW Mesa wind generation facility near Palm Springs.
The facility in Arizona is the Company's 10.5MW Kingman integrated solar and
wind facility. The Company is further developing wind and solar energy
projects in California, Arizona, and Puerto Rico.
ON BEHALF OF THE BOARD OF DIRECTORS
Jeffrey J. Ciachurski President & Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain statements contained in this news release may constitute
forward-looking information under applicable Canadian securities legislation.
These statements relate to future events and are prospective in nature. All
statements other than statements of historical fact may constitute
forward-looking statements or contain forward-looking information.
Forward-looking statements are often, but not always, identified by the use of
words such as "may", "will", "project", "predict", "potential", "plan",
"continue", "estimate", "expect", "targeting", "intend", "could", "might",
"seek", "anticipate", "should", "believe" or variations thereof.
Forward-looking information may relate to management's future outlook and
anticipated events or results and may include statements or information
regarding the future plans or prospects of the Company.
Forward-looking information is based on certain factors and assumptions
regarding, among other things, the exercise of the Option and value that might
be derived from the Master PPA, the outcome of a hearing before the OSC, if
such hearing occurs, the results of a valuation, if obtained by Brookfield,
and the availability of a financially superior offer. Several factors could
cause actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to: the ability to
exercise the Option and realize value from the Master PPA, the outcome of a
hearing before the OSC, if such hearing occurs, the results of a valuation, if
obtained by Brookfield, may not be as anticipated by the Company, actions
taken by Brookfield, actions taken by the Western Wind Shareholders in
relation to the Offer, the possible effect of the Offer on the Company's
business, the outcome of the Company's previously-announced sale process, and
the availability of value-maximizing alternatives relative to the Offer.
Additional risks and uncertainties can be found in the Company's MD&A for the
year ended December 31, 2011 and the Company's other continuous disclosure
filings which are available at http://www.sedar.com .
Forward-looking statements and forward-looking information involve known and
unknown risks, uncertainties and other factors that may cause actual results
or events to differ materially from those anticipated. Forward-looking
information is subject to a variety of known and unknown risks, uncertainties
and other factors that could cause actual events or results to differ from
those reflected in the forward-looking statements including, without
limitation: the risk that the Company will not be able to exercise the Option
or obtain any value from the Master PPA, the risk that the outcome of a
hearing before the OSC will not be in the Company's favor, the results of the
valuation, if obtained by Brookfield, will not be as anticipated by the
Company, the progress of Western Wind's sales process, and, assuming the
Company receives an expression of interest from a prospective purchaser,
whether a financially superior offer for Western Wind emerges, whether the
Company is able to successfully negotiate a prospective sales transaction and
whether the conditions of any proposed transaction, including receipt by the
Company of all necessary approvals, are met.
The Company believes that the expectations reflected in the forward-looking
statements contained in this news release are reasonable, but no assurance can
be given that they will prove to be correct. Actual results and future events
may differ materially from those anticipated and accordingly forward-looking
statements should not be unduly relied upon. Forward-looking statements
contained in this document speak only as of the date of this news release.
Except as required by applicable law, Western Wind disclaims any obligation to
update any forward-looking information.
For further information: Investor Relations Contact: Lawrence Casse
AlphaEdge Tel: +1(416)992-7227 Email: firstname.lastname@example.org
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