Boralex Power Trust Board Recommends Acceptance of Boralex Inc.'s Amended
Offer
MONTREAL, Aug. 25 /CNW Telbec/ - Boralex Power Income Fund (the "Fund") announced today that, following receipt of the favourable recommendation of a Special Committee of independent trustees, the Board of Trustees of Boralex Power Trust (the "Board"), on behalf of the Fund trustee, has unanimously determined (with non-independent trustees abstaining) that the amended offer announced by Boralex Inc. ("Boralex") earlier today to acquire all the issued and outstanding trust units of the Fund is fair to unitholders of the Fund (other than Boralex) and is in the best interests of the Fund and such unitholders. Consequently, the Board unanimously recommends that unitholders of the Fund (other than Boralex) accept Boralex's amended offer and tender their trust units of the Fund.
The Special Committee received from BMO Capital Markets an opinion to the effect that, as of August 25, 2010, the consideration offered under Boralex's amended offer is fair, from a financial point of view, to the unitholders of the Fund (other than Boralex and its affiliates).
Pursuant to Boralex's amended offer, Boralex offers, at the election of the unitholders of the Fund, $5.00 consideration per unit of the Fund in the form of cash or 6.75% convertible unsecured subordinated debenture of Boralex, in each case subject to proration.
The maximum amount of cash payable under the amended offer and any compulsory acquisition or subsequent acquisition transaction will be $90.6 million and the maximum aggregate principal amount of convertible debentures will be $135.9 million. Unitholders who fail to make an election will be deemed to have elected to receive consideration in the form of convertible debentures. By way of example, if all unitholders were to elect to receive the cash alternative, this will result in $2.00 in cash and 0.03 of a $100 principal amount of convertible debenture for each unit under the amended offer and any compulsory acquisition or subsequent acquisition transaction. The election to receive either cash or convertible debentures will also be made available, prior to the expiry time of the amended offer, to non-tendering unitholders on a consolidated basis with the election of the tendering unitholders in order to allow them a choice in the compulsory acquisition or subsequent acquisition transaction.
Previously, the consideration for the offer was limited to 0.05 of a $100 principal amount of convertible debenture for each unit.
Boralex has also extended its offer until 7:00 p.m. (Montréal time) on September 15, 2010.
A notice of change to the trustees' circular of the Fund describing the reasons for the conclusion and recommendation of the Board will be mailed promptly to unitholders. The notice of change to the trustees' circular of the Fund will also be available on the SEDAR website at www.sedar.com.
Unitholders of the Fund may deposit their units at any time prior to 7:00 p.m. (Montréal time) on September 15, 2010. For assistance in tendering units to the offer, unitholders are encouraged to contact Georgeson Canada at 1-866-656-4104 (North American Toll Free Number). Unitholders who have already deposited their units do not need to take any further action to accept the amended offer but will have the opportunity to make the election for cash or convertible debentures.
About Boralex Power Income Fund
Boralex Power Income Fund (the "Fund") is an unincorporated open-ended trust that indirectly owns ten power generating stations located in the province of Québec and in the United States producing energy from different sources including wood-residue or natural gas thermal and cogenerating facilities as well as hydroelectric power stations. In total, these power stations have an installed capacity of 190 megawatts ("MW"). The Fund's units are listed on the Toronto Stock Exchange ("TSX") under the symbol BPT.UN.
For further information:
Mr Marc Jasmin Investor Relations Boralex Power Inc. 514-231-2360 [email protected] |
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