Expects to Close Transaction Shortly
SAN FRANCISCO, March 10, 2020 /PRNewswire/ -- Pattern
Energy Group Inc. (Nasdaq and TSX: PEGI) ("Pattern Energy" or "the
Company") today announced that its stockholders voted to approve
the Company's pending merger transaction (the "Transaction") with
Canada Pension Plan Investment Board ("CPP Investments") at the
Special Meeting of Stockholders. Pattern Energy has received all
approvals required to complete the Transaction and expects to close
shortly.
"We thank our stockholders for their support and for recognizing
the significant, immediate and certain value of our Transaction
with CPP Investments," said Alan
Batkin, Chairman of the Pattern Energy Board of Directors.
"We look forward to completing the Transaction shortly and
delivering this premium cash value to our stockholders."
Evercore and Goldman Sachs & Co. LLC are acting as
independent financial advisors to Pattern Energy's Special
Committee of the Board, and Paul, Weiss, Rifkind, Wharton &
Garrison LLP is serving as independent legal counsel to the Special
Committee of the Board.
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. 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, including the
anticipated closing of the Transaction. 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, and (b) 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, 2019, 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.
Pattern Energy
Media Contact
Joele
Frank, Wilkinson Brimmer Katcher
Andy Brimmer / Ed Trissel / Aaron Palash
212.355.4449
Investor Relations
Ross
Marshall
416-526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.