TerraForm Global Stockholders Approve Merger Agreement with Brookfield
November 13 2017 - 6:00PM
TerraForm Global, Inc. (Nasdaq:GLBL) (“TerraForm Global” or the
“Company”), a global owner and operator of clean energy power
plants, today announced that its stockholders approved the
Agreement and Plan of Merger (the “Merger Agreement”) with Orion US
Holdings 1 L.P. (“Parent”), a Delaware limited partnership and an
affiliate of Brookfield Asset Management Inc. (“Brookfield”), and
BRE GLBL Holdings Inc. (“Merger Sub”), a Delaware corporation and a
wholly owned subsidiary of Parent. As required by the “majority of
the minority” condition in the Merger Agreement, the adoption of
the Merger Agreement was also approved by a majority of the
Company’s Class A stockholders, excluding Brookfield, SunEdison,
Inc. and their respective affiliates.
“We are very pleased to announce stockholder
approval of the Brookfield transaction,” said Peter Blackmore,
Chairman and Interim Chief Executive Officer of the Company. “We
look forward to satisfying the remaining condition to the closing
of the merger.”
The obligations of the Parent and Merger Sub to
consummate the merger are subject to the final dismissal with
prejudice or settlement in a manner reasonably satisfactory to
Parent of securities litigation matters to which the Company or one
or more of its affiliates is a party. These securities cases are
currently coordinated in multidistrict litigation in the U.S.
District Court for the Southern District of New York in a case
captioned In re SunEdison, Inc. Securities Litigation.
On October 31, 2017, the Company and lead
plaintiffs in In re TerraForm Global, Inc. Securities Litigation,
which includes all of the class action claims against the Company
in connection with the Company’s initial public offering (but does
not include the claims brought by plaintiffs in connection with the
Company’s private placement offerings), participated in a private
mediation session and reached agreement in principle to settle the
case on a class-wide basis for $57.0 million, to be funded through
a combination of proceeds from existing insurance and litigation
settlement proceeds available to the Company. On November 1, 2017,
the settling parties informed the court of the mediated resolution.
The Company and lead plaintiffs are now working to prepare
settlement documentation. The settlement is subject to court
approval which is also required to satisfy the condition to the
closing of the merger. The remaining securities litigation cases,
which are the claims brought by plaintiffs in connection with the
Company’s private placement offerings, remain pending. The Company
is continuing to work diligently to resolve the remaining
securities litigation matters and to satisfy all conditions to the
closing of the merger.
About TerraForm Global
TerraForm Global is a renewable energy company that creates
value for its investors by owning and operating clean energy power
plants in high-growth emerging markets. For more information about
TerraForm Global, please visit: www.terraformglobal.com.
Contacts:
Investors:Brett PriorTerraForm Globalinvestors@terraform.com
Media:Meaghan Repko / Joseph Sala Joele Frank, Wilkinson Brimmer
Katchermedia@terraform.com(212) 355-4449
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by the fact that they do not relate
strictly to historical or current facts. These statements involve
estimates, expectations, projections, goals, assumptions, known and
unknown risks, and uncertainties and typically include words or
variations of words such as “expect,” “anticipate,” “believe,”
“intend,” “plan,” “seek,” “estimate,” “predict,” “project,” “goal,”
“guidance,” “outlook,” “objective,” “forecast,” “target,”
“potential,” “continue,” “would,” “will,” “should,” “could,” or
“may” or other comparable terms and phrases.
Such statements include, without limitation, statements
regarding the satisfaction of the conditions to the closing of the
merger and the timing of the settlement, if any, of the securities
litigation. These forward-looking statements are based on current
expectations as of the date of this press release and are subject
to known and unknown risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements, including but not limited to: whether the
Company is able to resolve the securities litigation on favorable
terms, or at all; the risk that settlement of the securities
litigation will result in revised merger consideration that would
require additional stockholder approval and additional factors we
have described in other filings with the SEC.
The risks included above are not exhaustive. Other factors that
could adversely affect our business and prospects are described in
the filings made by us with the SEC. The Company undertakes no
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or
otherwise, except as otherwise required by law.
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