Western Wind Responds To Brookfield Renewable Energy Partners Takeover Offer
Western Wind Energy Corp. (WND.V) responded to a press release issued on November 23, 2012 by Brookfield Renewable Energy Partners L.P. (BEP-UN.TO), which announced Brookfield's intention to make an offer to acquire all of the outstanding common shares of Western Wind for cash consideration of C$2.50 per share.
It said: "On July 30, 2012, the company announced that it would be seeking a buyer for the company and its assets, and that the board of directors of the company had established a special committee. On August 10, 2012, the company announced that it had engaged Rothschild (Canada) Inc. as its lead financial advisor to manage and structure a comprehensive and efficient auction process, with PI Financial Corp. engaged as a co-advisor.
"Several days after acquiring its interest in the company, representatives of Brookfield visited the company and raised the prospect of the company entering into a bilateral agreement to sell the company to Brookfield with customary deal protections, including the right of Brookfield to match other offers. Rather than have Brookfield potentially stifle the auction process, the company instead invited Brookfield to join that process. Despite several attempts to accommodate their requests, Brookfield refused to sign a customary non-disclosure and standstill agreement that was entered into by other auction participants. Brookfield did not return direct calls from the company and subsequently attended the AGM on September 25, 2012 together with members of the dissidents and their advisors.
"On October 24, 2012, the company announced that the auction process was progressing as planned, with a limited number of bidders having been invited to conduct a second round of very extensive due diligence, as well as the addition of new participants as the proxy battle caused at least 8 weeks of delay in the auction process due to the uncertainty caused by a proxy battle.
"The company would like to highlight that some of the initial expressions received from auction participants that are currently conducting due diligence in the second round of the process, would imply a value significantly greater than that which Brookfield intends to offer.
"There is no guarantee that any of the initial expressions of interest received by the company will result in a formal offer being made or a binding agreement being entered into at this time.
"Consistent with its fiduciary duties and in consultation with its financial and legal advisors, the Special Committee of independent directors comprised of V. John Wardlow (Chair), Robert C. Bryce and Claus Andrup is to review the Brookfield Offer, when formally made, and make recommendations to the Board in respect of the Brookfield Offer and other alternatives available to the company upon the conclusion of the auction process.
"The company cautions its shareholders that no action is required by Western Wind shareholders at this time. The company is in the process of considering and evaluating the announcement, and shareholders are urged to take no action until Western Wind has issued further communication with respect to the announcement and the Brookfield Offer."
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