- Stockholders of record on January 31, 2020, entitled to vote
at special meeting on March 10, 2020
-
SAN FRANCISCO, Jan. 21, 2020 /PRNewswire/ - Pattern Energy Group
Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or the "Company")
today announced that it had established a record date of
January 31, 2020, and a special
meeting date of March 10, 2020, for a
meeting of its stockholders to, among other things, vote to approve
proposals related to the merger agreement between Pattern Energy
and Canada Pension Plan Investment Board ("CPPIB") (the "Merger
Agreement") that was previously announced on November 4, 2019. Pattern Energy stockholders as
of the close of business on the record date of January 31, 2020, will be entitled to receive
notice of, and to vote at, the special meeting. Upon consummation
of the Merger, each share of Class A common stock of the Company
will be converted to the right to receive $26.75 in cash. The Board of Directors of the
Company recommends that stockholders vote in favor of the
merger.
Specifically, at the meeting, shareholders of record will have
the opportunity to consider and vote on a proposal to adopt the
previously announced Agreement and Plan of Merger (the "Merger
Agreement"), dated as of November 3,
2019, by and among the Company, Pacific US Inc., a
Delaware corporation ("Parent"),
and Pacific Bidco US Inc., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are
affiliates of Canada Pension Plan Investment Board. The Merger
Agreement provides for, among other things and subject to the
satisfaction or waiver of certain specified conditions set forth
therein, the merger of Merger Sub with and into the Company, with
the Company surviving the merger as a subsidiary of Parent (the
"Merger").
Pattern Energy continues to expect the transaction to close by
the second quarter of 2020, subject to Pattern Energy stockholder
approval, receipt of the required regulatory approvals, and other
customary closing conditions.
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. Pattern Energy's wind and solar power facilities
generate stable long-term cash flows in attractive markets and
provide a solid foundation for the continued growth of the
business. 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, (c) the
parties may fail to secure the termination or expiration of any
waiting period applicable under applicable jurisdictions as
provided in the Merger Agreement, (d) the parties may fail to
secure other applicable regulatory approvals, including from the
Federal Energy Regulatory Commission, and (e) 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, 2018, 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
preliminary proxy statement with the SEC and Canadian securities
regulatory authorities, and following the filing of the definitive
proxy statement with the SEC and Canadian securities regulatory
authorities, the Company will mail 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 FILES 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 preliminary proxy
statement related to the proposed transaction filed with the SEC
and Canadian securities regulatory authorities on April 23, 2019 and December 13, 2019, respectively. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive
proxy statement and other relevant materials to be filed with the
SEC and Canadian securities regulatory authorities (when they
become available). These documents can be obtained free of charge
from the Company (when they become available) from the sources
indicated above.
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SOURCE Pattern Energy Group Inc.