NEW
YORK, Sept. 12, 2024 /PRNewswire/ -- Northampton
Capital Partners LLC (together with its consolidated subsidiaries,
"Northampton" or the "Firm")
announced today that its affiliate (the "Northampton Purchaser")
has entered into a definitive arrangement agreement (the
"Arrangement Agreement") with Altius Minerals Corporation's
(TSX:ALS) ("Altius Minerals") subsidiary Altius Renewable Royalties
Corp. (TSX:ARR) (OTCQX:ARTWF) ("ARR" or the "Company") to acquire
the public float of ARR for C$12.00
per share.
The Northampton Purchaser will acquire all of the issued and
outstanding common shares of the Company (the "ARR Shares"), other
than those ARR Shares indirectly owned by Altius Minerals, by way
of a statutory plan of arrangement under the Business Corporations
Act (Alberta) (the "Transaction").
Altius Minerals currently holds 58% of the issued and outstanding
ARR Shares on an undiluted basis.
Geoffrey Strong, Chief Executive
Officer of Northampton commented
"We are excited to announce this transaction today and the
beginning of a long-term partnership. We are greatly
impressed with the accomplishments to-date of ARR, the underlying
Great Bay Renewables joint venture team and look forward to
contributing to the support and resources required for the business
to reach its full potential."
The Arrangement Agreement
Under the terms of the Arrangement Agreement, each ARR
shareholder (other than Altius Minerals) (the "ARR Minority
Shareholders") will receive cash consideration of C$12.00 for each ARR Share held (the
"Consideration"). Following completion of the Transaction,
Northampton Purchaser will hold 43% of the issued and outstanding
ARR Shares and Altius Minerals will indirectly hold 57% of the
issued and outstanding ARR Shares.
The Transaction will be implemented by way of a court-approved
plan of arrangement under the Business Corporations Act
(Alberta) and will require the
approval of: (i) 66 2/3% of the votes cast by the holders of ARR
Shares; and (ii) a simple majority of the votes cast by holders of
ARR Shares after excluding any votes of Altius Minerals and certain
other shareholders required to be excluded under Canadian
securities laws, all at a special meeting of ARR shareholders (the
"Special Meeting") to consider the Transaction. The completion of
the Transaction will also be subject to obtaining required court
and other approvals and satisfaction of closing conditions
customary for a transaction of this nature. The Transaction is
expected to close in the fourth quarter of 2024, subject to
obtaining the required approvals and other customary closing
conditions.
Voting Support Agreements
Altius Minerals, the directors and officers of the Company and
Altius Minerals, and certain shareholders of the Company
(collectively, the "Supporting Shareholders") have each entered
into Support Agreements to vote their ARR Shares in favor of the
Transaction, subject to certain customary exceptions.
The Supporting Shareholders hold, collectively, approximately
81% of the ARR Shares (and 55% of the ARR Shares after excluding
the ARR Shares held or controlled by Altius Minerals and certain
other shareholders required to be excluded under Canadian
securities laws).
Advisors and Counsel
National Bank Financial Inc. is acting as the independent
valuator and financial advisor to the Special Committee of ARR in
connection with the Transaction.
McCarthy Tétrault LLP and Pierce Atwood LLP are acting as
counsel to ARR.
Kirkland & Ellis LLP and Mintz LLP are acting as counsel to
Northampton.
About Northampton Capital Partners LLC:
Northampton Capital Partners LLC is an alternative asset
management firm focused on infrastructure investments in the middle
market, targeting the energy, digital, and other critical
infrastructure sectors. Northampton was founded by Geoffrey Strong, John
MacWilliams, Scott McBride,
Don McCarthy, and other team
members, with offices in New York
City and Miami. To learn more, please reach out to
IRGroup@northamptonllc.com.
For further information, please contact:
Don McCarthy
Partner, Chief Operating Officer & Chief Compliance Officer
Email: dmccarthy@northamptonllc.com
Christine McCartin
Vice President of Investor Relations
Email: cmccartin@northamptonllc.com
About Altius Renewable Royalties Corp.
ARR is a renewable energy royalty company whose business is to
provide long-term, royalty level investment capital to renewable
power developers, operators, and originators. ARR has 35 renewable
energy royalties representing approximately 2.6 GW of renewable
power on operating projects and an additional approximate 5.6 GW on
projects in construction and development phase, across several
regional power pools in the U.S. The Company also expects future
royalties from indirect investments in Bluestar Energy Capital,
Hodson Energy and Hexagon Energy, which increase the total project
pipeline to approximately 18.7 GW. The Company combines industry
expertise with innovative, partner-focused solutions to further the
growth of the renewable energy sector as it fulfills its critical
role in enabling the global energy transition.
For further information, please contact:
Flora Wood
Email: Flora@arr.energy
Tel: 1.877.576.2209
Direct: 1.416.346.9020
Ben Lewis
Email: Ben@arr.energy
Tel: 1.877.576.2209
Forward-Looking Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws.
This information includes, but is not limited to, statements
concerning our objectives, our strategies to achieve those
objectives, as well as statements made with respect to our beliefs,
plans, estimates, projections and intentions, and similar
statements concerning anticipated future events, results,
circumstances, performance or expectations that are not historical
facts. In some cases, forward-looking information can be identified
by the use of forward-looking terminology such as "expects",
"estimates", "outlook", "forecasts", "projection", "prospects",
"intends", "anticipates", "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might", "will", "will be taken", "occur"
or "be achieved". In addition, any statements that refer to
expectations, intentions, projections or other characterizations of
future events or circumstances contain forward-looking information.
Forward-looking information in this news release includes, among
other things, statements relating to the Transaction, timing for
completion of the Transaction, required approvals, the satisfaction
of certain closing conditions and the expectations regarding the
prospects and operations of ARR's business. Forward-looking
information is necessarily based on a number of opinions, estimates
and assumptions that we considered appropriate and reasonable as of
the date such statements are made in light of our experience,
current conditions and expected future developments, including
assumptions: that any conditions precedent to the closing of the
Transaction can be satisfied, and that there will be no undue
delays with respect to the Transaction.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include, among others:
failure to obtain the required shareholder and court approvals or
satisfying other closing conditions to effect the Transaction; the
risk that the Transaction may involve unexpected costs, liabilities
or delays; risks related to the diversion of the Company's
attention from its ongoing business operations; the risk that the
Transaction may not close when planned or at all or on the terms
and conditions set forth in the Arrangement Agreement; the risk of
the expected benefits from the Transaction not being realized; and
general business, economic and competitive uncertainties, as well
as those factors discussed in the section entitled "Risk Factors"
in the Company's Annual Information Form for the year ended
December 31, 2023, Management's
Discussion and Analysis for the year ended December 31, 2023, as well as Management's
Discussion and Analysis for the interim period ended June 30, 2024.
Although we have attempted to identify important risk factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other risk
factors not presently known to us or that we presently believe are
not material that could also cause actual results or future events
to differ materially from those expressed in such forward-looking
information. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information. No
forward-looking statement is a guarantee of future results.
Accordingly, shareholders should not place undue reliance on
forward-looking information, which speaks only as of the date made.
The forward-looking information contained in this news release
represents our expectations as of the date of this news release (or
as the date they are otherwise stated to be made) and is subject to
change after such date. However, we disclaim any intention or
obligation or undertaking to update or revise any forward-looking
information whether as a result of new information, future events
or otherwise, except as required under applicable securities laws
in Canada. All of the
forward-looking information contained in this news release is
expressly qualified by the foregoing cautionary statements.
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SOURCE Northampton Capital Partners LLC