CALGARY, April 11, 2019 /CNW/ - In response to Mangrove
Partners' press release, TransAlta Corporation ("TransAlta" or the
"Company") (TSX: TA) (NYSE: TAC) today provided the following
statement:
TransAlta stands by the Brookfield investment and strategic
partnership and adhered to proper governance practices in
negotiating and deciding to proceed with the transaction. The Board
and its Special Committee firmly believe it is in the best
interests of the Company and its shareholders and other
stakeholders. Many of our largest shareholders agree. In
conversations with our major institutional shareholders this week,
we continue to hear that shareholders are supportive of the
Brookfield strategic partnership
and investment.
TransAlta followed good governance processes in negotiating and
deciding to proceed with the Brookfield transaction through all customary
features of independent advice, committees, shareholder
consultation and extensive review. We also went out of our way to
enhance shareholder democracy with respect to a transaction that
does not require a shareholder vote, including facilitating
Mangrove's ability to object to the transaction, by offering a
"governance out" that would allow the TransAlta Board to postpone
closing and exit the deal if two or more directors not nominated by
management are elected at the upcoming shareholders' meeting, and
by granting Mangrove a 10-day extension to accommodate its express
desire to nominate dissident directors.
In contrast, Mangrove and its joint actor, Bluescape Energy
Partners, are offering shareholders nothing. They are making
meritless accusations through press releases and what we believe to
be an equally meritless application to two of Canada's securities commissions. They are
offering shareholders no choice, no say and no alternative value
creation plan.
We encourage all shareholders and interested parties to review
our extensive disclosure contained in our proxy circular and on our
website.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of
electrical power generation assets in Canada, the United
States and Australia with a
focus on long-term shareholder value. We provide municipalities,
medium and large industries, businesses and utility customers
clean, affordable, energy efficient, and reliable power. Today, we
are one of Canada's largest
producers of wind power and Alberta's largest producer of hydro-electric
power. For over 100 years, TransAlta has been a responsible
operator and a proud community-member where its employees work and
live. TransAlta aligns its corporate goals with the UN Sustainable
Development Goals and we have been recognized by CDP (formerly
Climate Disclosure Project) as an industry leader on Climate Change
Management. We are also proud to have achieved the Silver level PAR
(Progressive Aboriginal Relations) designation by the Canadian
Council for Aboriginal Business. For more information about
TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release
contains forward-looking statements and forward-looking information
within the meaning of applicable securities laws. The use of any of
the words "expect", "anticipate", "continue", "estimate", "may",
"will", "project", "should", "propose", "plans", "intends" and
similar expressions are intended to identify forward-looking
information or statements. More particularly, and without
limitation, this news release contains forward-looking statements
and information relating to: the timing, business and anticipated
outcomes at the 2019 shareholders' meeting, including as a result
of actions by Mangrove or Bluescape; the nature, timing and impact
of existing or potential legal actions or regulatory proceedings,
including those initiated by Mangrove; the investment by Brookfield
Renewable Partners or its institutional partners ("Brookfield") and
expected benefits to the Company and its shareholders; the ability
of the investment to enhance the Company's financial position and
to execute its strategy; the Company's strategy, plans and
priorities; the appointment of the Company's director nominees to
the Board at the shareholders' meeting; the Company's relationship
with Brookfield or its affiliates
and other shareholders; and the expected timing, costs and benefits
of the strategic investment by and partnership with Brookfield or its affiliates. These statements
are based on TransAlta's belief and assumptions based on
information available at the time the assumptions were made,
including assumptions pertaining to: the election of the Company's
proposed director nominees and outcome of other items to be voted
upon at the 2019 shareholders' meeting; the Company's ability to
successfully defend against existing or potential legal actions or
regulatory proceedings; the closing of the Brookfield investment occurring and other
risks to the Brookfield investment
not materializing; no significant changes to regulatory,
securities, credit or market environments; the anticipated
Alberta capacity market framework
in the future; our ownership of or relationship with TransAlta
Renewables Inc. not materially changing; the Alberta hydro assets achieving their
anticipated value, cash flows and adjusted EBITDA; the anticipated
benefits and financial results generated on the coal-to-gas
conversion and the Company's other strategies; the Company's and
Mangrove's/Bluescape's strategies and plans; no significant changes
in applicable laws; and risks associated with the impact of the
Brookfield investment on the
Company's shareholders, debtholders and credit ratings. The
forward-looking statements are subject to a number of risks and
uncertainties that may cause actual performance, events or results
to differ materially from those contemplated by the forward-looking
statements. Some of the factors that could cause such differences
include: the failure of any of the Company's director nominees to
be elected at the shareholders' meeting; the failure of the Company
to obtain approval for other items of business at the shareholders'
meeting; the failure of the Brookfield investment to close; the outcomes
of existing or potential legal actions or regulatory proceedings
not being as anticipated, including those pertaining to the
shareholders' meeting and the Brookfield investment; the impact of any
withhold campaign or appointment of any slate of directors proposed
by Mangrove/Bluescape and the subsequent termination of the
Brookfield investment by the
Company; changes in our relationship with Brookfield; changes in our relationship with
other shareholders; our Alberta
hydro assets not achieving their anticipated value, cash flows or
adjusted EBITDA; the Brookfield
investment not resulting in the expected benefits for the Company
and its shareholders; the inability to complete share buy-backs
within the timeline or on the terms anticipated or at all; and
other risks and uncertainties contained in the Company's Management
Proxy Circular dated March 26, 2019
and its Annual Information Form and Management's Discussion and
Analysis for the year ended December 31,
2018, filed under the Company's profile with the Canadian
securities regulators on www.sedar.com and the U.S. Securities and
Exchange Commission on www.sec.gov. Readers are cautioned not to
place undue reliance on these forward-looking statements or
forward-looking information, which reflect TransAlta's expectations
only as of the date of this news release. In light of these risks,
uncertainties and assumptions, the forward-looking statements might
occur to a different extent or at a different time than we have
described, or might not occur at all. TransAlta disclaims any
intention or obligation to update or revise these forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by
law.
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SOURCE TransAlta Corporation