DEDHAM, Mass., May 1, 2020
/CNW/ -- Atlantic Power Corporation (NYSE: AT) (TSX: ATP)
("Atlantic Power" or the "Company") announces today the
preliminary results of its substantial issuer bid to purchase from
holders of the common shares of the Company (together with the
purchase rights associated with such common shares, the "Common
Shares") up to US$25 million of the
Common Shares (the "Offer"). The Offer expired at 5:00 p.m. (Toronto time) on April
30, 2020.
In accordance with the terms and conditions of the Offer and
based on a preliminary count by Computershare Trust Company of
Canada (the "Depositary"), the
Company expects to take up and purchase for cancellation
12,500,000 Common Shares at a purchase price of US$2.00 per Common Share (the "Purchase
Price"), for aggregate consideration of US$25 million. The Common Shares expected to be
purchased under the Offer represent approximately 12% of the Common
Shares issued and outstanding at the time the Offer was announced.
After giving effect to the cancellation of the Common Shares
purchased by the Company under the Offer, 93,002,338 Common
Shares are expected to be issued and outstanding.
The Offer was made by way of a modified Dutch auction. Holders
of Common Shares ("Shareholders") wishing to tender to the Offer
were able to do so pursuant to (i) auction tenders in which they
specified the number of Common Shares being tendered at a price of
not less than US$1.95 and not more
than US$2.20 in increments of
US$0.05 per Common Share, or (ii)
purchase price tenders in which they did not specify a price per
Common Share, but rather agreed to have a specified number of
Common Shares purchased at the Purchase Price determined by the
auction tenders.
Based on the Depositary's preliminary count, approximately 28
million Common Shares were tendered to the Offer. As the Offer
was oversubscribed, shareholders who made auction tenders at a
price of US$2.00 or less per
Common Share and purchase price tenders are expected to have
approximately 81% of their successfully tendered Common Shares
purchased by the Company, other than "odd lot" tenders, which are
not subject to proration. Shareholders who made auction tenders at
a price in excess of US$2.00 per
Common Share will have their Common Shares returned by the
Depositary.
The number of Common Shares to be purchased under the Offer and
the Purchase Price are preliminary, subject to verification by the
Depositary and assume that all Common Shares tendered through
notice of guaranteed delivery will be delivered within the two
business day settlement period. The Company will announce the final
results following completion of take-up of the Common Shares.
The full details of the Offer are described in the offer to
purchase and issuer bid circular dated March
25, 2020, as well as the related letter of transmittal and
notice of guaranteed delivery, copies of which were filed and are
available on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Common Shares.
About Atlantic Power
Atlantic Power is an independent power producer that owns power
generation assets in eleven states in the
United States and two provinces in Canada. The Company's generation projects sell
electricity and steam to investment-grade utilities and other
creditworthy large customers predominantly under long-term power
purchase agreements that have expiration dates ranging from 2020 to
2043. The Company seeks to minimize its exposure to commodity
prices through provisions in the contracts, fuel supply agreements
and hedging arrangements. The projects are diversified by
geography, fuel type, technology, dispatch profile and offtaker
(customer). Approximately 75% of the projects in operation are 100%
owned and directly operated and maintained by the Company. The
Company has expertise in operating most fuel types, including gas,
hydro, and biomass, and it owns a 40% interest in one coal
project.
Atlantic Power's shares trade on the New York Stock Exchange
under the symbol AT and on the Toronto Stock Exchange under the
symbol ATP. For more information, please visit the Company's
website at www.atlanticpower.com or contact:
Atlantic Power Corporation
Investor Relations
(617) 977-2700
info@atlanticpower.com
Copies of the Company's financial data and other publicly filed
documents are available on SEDAR at www.sedar.com or on EDGAR at
www.sec.gov/edgar.shtml under "Atlantic Power Corporation" or on
the Company's website.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this news release may constitute
forward-looking information or forward-looking statements within
the meaning of applicable securities laws (collectively,
"forward-looking statements"), which reflect the expectations of
management regarding the future growth, results of operations,
performance and business prospects and opportunities of the Company
and its projects. These statements, which are based on certain
assumptions and describe the Company's future plans, strategies and
expectations, can generally be identified by the use of the words
"plans", "expects", "does not expect", "is expected", "budget",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", "believes", "outlook", "objective", or "continue", or
equivalents or variations, including negative variations, of such
words and phrases, or state that certain actions, events or
results, "may", "could", "would", "should", "might" or "will" be
taken, occur or be achieved. Examples of such statements in
this press release include, but are not limited to, statements with
respect to the number of Common Shares expected to be taken up
under the Offer, and the Purchase Price for the Common Shares
expected to be taken up under the Offer.
Forward-looking statements involve significant risks and
uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. Please refer to the
factors discussed under "Risk Factors" and "Forward-Looking
Information" in the Company's periodic reports as filed with the
Securities and Exchange Commission from time to time for a detailed
discussion of the risks and uncertainties affecting the Company.
These risks and uncertainties include, but are not limited to,
potential risks and uncertainties relating to the ultimate
geographic spread of the novel coronavirus (COVID-19), the severity
of the disease, the duration of the COVID-19 outbreak, actions that
may be taken by governmental authorities to contain the COVID-19
outbreak or to treat its impact and the potential negative impacts
of COVID-19 on the global economy and financial markets. The number
of Common Shares and the Purchase Price under the Offer remain
subject to verification by the Depositary and are subject to
change. Although the forward-looking statements contained in this
news release are based upon what are believed to be reasonable
assumptions, investors cannot be assured that actual results will
be consistent with these forward-looking statements, and the
differences may be material. These forward-looking statements are
made as of the date of this news release and, except as expressly
required by applicable law, the Company assumes no obligation to
update or revise them to reflect new events or
circumstances.
For the avoidance of doubt, the above-mentioned Uniform Resource
Locators ("URLs") given in respect of web-site addresses are
inactive textual references only and it is not intended to
incorporate the contents of any such web sites into this news
release nor should the contents of such web sites be deemed to
be incorporated into this news release.
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SOURCE Atlantic Power Corporation