SAN FRANCISCO, March 9, 2020 /CNW/ -- Pattern Energy Group
Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company")
today issued the following statement regarding the Proxy Alert
report published by ISS on March 9,
2020,1 regarding the Company's pending merger
transaction (the "Transaction") with Canada Pension Plan Investment
Board ("CPP Investments"):
The Company's Board of Directors
lauds ISS for recognizing that stockholders should "reconsider the
certainty of cash" of the Transaction in light of the recent market
volatility and the potential impact of oil prices on the market,
which ISS describes as "a factor that can be expected to heavily
impact renewable energy firms' future prospects."
The Board continues to recommend
that stockholders vote FOR the Transaction to receive
significant, immediate
and certain value in the face of a volatile sector
in a global market that is in disarray.
The Special Meeting to vote on the Transaction is
tomorrow, March 10, 2020. The Board strongly
recommends that stockholders vote "FOR" the
Transaction. Only the latest dated, validly executed
vote will count, which means that even if stockholders have
previously voted against the Transaction, they can
still vote "FOR" the Transaction
TODAY.
The Company expects the Transaction to close shortly following
receipt of stockholder 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
1 Permission to use quotes was neither sought
nor obtained
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SOURCE Pattern Energy Group Inc.