Special Meeting to be Held on Tuesday,
March 10, 2020
SAN FRANCISCO, March 9, 2020 /CNW/ -- Pattern Energy Group
Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company")
today announced that its Board of Directors is reminding
stockholders to vote "FOR" the proposals related to the
Company's pending transaction (the "Transaction") with Canada
Pension Plan Investment Board ("CPP Investments") at the upcoming
Special Meeting on March 10, 2020.
The Company issued the following statement:
Our Board of Directors firmly reiterates its recommendation that
stockholders vote "FOR" the compelling and certain value of
the Transaction. A vote "FOR" the Transaction is a vote
for:
- A significant premium to multiple valuation benchmarks,
including full and fair value for the
development pipeline and other aspects of management's plan that
the public markets have never recognized.
- Immediate and certain value in the face of a
volatile sector in a global market that is in disarray.
- The best path forward following a robust process that was
led by a fully independent Special Committee of the Board.
We recognize there are those who believe the Company should
consider a different path forward. Simply put, we believe they are
wrong.
- To get above the $26.75
Transaction price, Pattern Energy would have to grow at a rate well
in excess of the current management plan. This would require
raising additional equity and possibly other actions, including
potentially cutting the dividend, which we expect would negatively
impact the Company's stock price.
- The stock movements at peer companies reflect unique
event-driven situations at those companies. They are not relevant
to Pattern Energy and should not be simply extrapolated to the
Company's stock price. The sector remains volatile and the
long-term sustainability of current price levels is uncertain.
Significant volatility amongst the peer group over the last two
weeks in particular, including steep and rapid shifts, stands in
stark contrast to the certainty of the all-cash Transaction.
- The fundamentals of the business and the headwinds the Company
is facing have not changed. Without this transaction, Pattern
Energy will continue to be the only U.S. YieldCo without a
financial sponsor. In that scenario, the Company's stockholders
would bear the downside risk associated with the Company's
standalone plan.
The Special Meeting to vote on the Transaction is being held
tomorrow, March 10, 2020. The
Board strongly recommends that stockholders vote "FOR" the
Transaction. Only your latest dated, validly executed vote
will count, which means that even if you have previously voted
against the Transaction, you can still vote "FOR"
the Transaction TODAY.
The Company continues to expect the Transaction to close shortly
following receipt of shareholder approval. Pattern Energy has
received all regulatory approvals required to complete the
Transaction.
Evercore and Goldman Sachs & Co. LLC are acting as
independent financial advisors to Pattern Energy's Special
Committee of the Board, and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is serving as independent legal counsel to the Special
Committee of the Board.
Stockholders with questions about the special meeting or who
need assistance with voting procedures should contact:
Innisfree M&A Incorporated
501
Madison Avenue, 20th Floor
New
York, New York 10022
Stockholders
(Toll-Free): 1-888-750-5834
Banks and Brokers
(Collect): 1-212-750-5833
About Pattern Energy
Pattern Energy Group Inc.
(Pattern Energy) is an independent power company listed on the
Nasdaq Global Select Market and Toronto Stock Exchange. Pattern
Energy has a portfolio of 28 renewable energy projects with an
operating capacity of 4.4 GW in the
United States, Canada and
Japan that use proven,
best-in-class technology. For more information, visit
www.patternenergy.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements contained in this press
release constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of Canadian
securities laws. Such statements include statements concerning
anticipated future events and expectations that are not historical
facts. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects,"
"possible" or "potential," by future conditional verbs such as
"assume," "will," "would," "should," "could" or "may," or by
variations of such words or by similar expressions or the negative
thereof. Actual results may vary materially from those expressed or
implied by forward-looking statements based on a number of factors
related to the pending acquisition of the Company, including,
without limitation, (1) risks related to the consummation of the
Merger, including the risks that (a) the Merger may not be
consummated within the anticipated time period, or at all, (b) the
parties may fail to obtain shareholder approval of the Merger
Agreement, and (c) other conditions to the consummation of the
Merger under the Merger Agreement may not be satisfied; (2) the
effects that any termination of the Merger Agreement may have on
the Company or its business, including the risks that (a) the price
of the Company's common stock may decline significantly if the
Merger is not completed, (b) the Merger Agreement may be terminated
in circumstances requiring the Company to pay Parent a termination
fee, or (c) the circumstances of the termination, including the
possible imposition of a 12-month tail period during which the
termination fee could be payable upon certain subsequent
transactions, may have a chilling effect on alternatives to the
Merger; (3) the effects that the announcement or pendency of the
Merger may have on the Company and its business, including the
risks that as a result (a) the Company's business, operating
results or stock price may suffer, (b) the Company's current plans
and operations may be disrupted, (c) the Company's ability to
retain or recruit key employees may be adversely affected, (d) the
Company's business relationships (including with suppliers,
off-takers, and business partners) may be adversely affected, (e)
the Company is not able to access the debt or equity markets on
favorable terms, or at all, or (f) the Company's management's or
employees' attention may be diverted from other important matters;
(4) the effect of limitations that the Merger Agreement places on
the Company's ability to operate its business or engage in
alternative transactions; (5) the nature, cost and outcome of
pending and future litigation and other legal proceedings,
including any such proceedings related to the Merger and instituted
against the Company and others; (6) the risk that the Merger and
related transactions may involve unexpected costs, liabilities or
delays; (7) the Company's ability to continue paying a quarterly
dividend; and (8) other economic, business, competitive, legal,
regulatory, and/or tax factors under the heading "Risk Factors" in
Part I, Item 1A of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, as updated or supplemented by
subsequent reports that the Company has filed or files with the
U.S. Securities and Exchange Commission ("SEC") and Canadian
securities regulatory authorities. Potential investors,
stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which they are made. The Company does not assume any
obligation to publicly update any forward-looking statement after
it is made, whether as a result of new information, future events
or otherwise, except as required by law.
Additional Information and Where to Find It
This press
release does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval. This press release may be deemed to be solicitation
material in respect of the Merger. In connection with the proposed
transaction, the Company has filed a definitive proxy statement
with the SEC and Canadian securities regulatory authorities and
mailed the definitive proxy statement and proxy card to each
stockholder entitled to vote at the special meeting relating to the
proposed Merger. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO
AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
THE COMPANY HAS FILED AND MAY FILE WITH THE SEC AND CANADIAN
SECURITIES REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
Stockholders and investors are able to obtain free copies of the
proxy statement and other relevant materials (when they become
available) and other documents filed by the Company at the SEC's
website at www.sec.gov and the website of the Canadian securities
regulatory authorities at www.sedar.com. Copies of the proxy
statement and the filings incorporated by reference therein may
also be obtained, without charge, by contacting the Company's
Investor Relations department at ir@patternenergy.com or (416)
526-1563.
Participants in Solicitation
The Company and its
directors, executive officers and certain employees, may be deemed,
under SEC rules and applicable rules in Canada, to be participants in the solicitation
of proxies in respect of the Merger. Information regarding the
Company's directors and executive officers is available in its
annual proxy statement and definitive proxy statement related to
the proposed transaction filed with the SEC and Canadian securities
regulatory authorities on April 23,
2019 and February 4, 2020,
respectively. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is also contained in
the definitive proxy statement and other relevant materials filed
with the SEC and Canadian securities regulatory authorities. These
documents can be obtained free of charge from the Company from the
sources indicated above.
Media Contact
Joele
Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron
Palash
212.355.4449
Investor Contact
Scott
Winter / Gabrielle Wolf
Innisfree M&A Incorporated
212.750.5833
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SOURCE Pattern Energy Group Inc.