Terraform Power Confirms Receipt of Unsolicited Proposal from Brookfield Renewable and Announces Formation of Special Committ...
January 13 2020 - 6:52AM
TerraForm Power, Inc. (Nasdaq: TERP) (“TerraForm Power”) today
confirmed that on January 11, 2020, its Board of Directors (the
“Board”) received an unsolicited, non-binding proposal (the
“Proposal”) from Brookfield Renewable Partners L.P. (TSX: BEP.UN;
NYSE: BEP) (“Brookfield Renewable”) to acquire all of the
outstanding shares of Class A common stock of TerraForm Power,
other than the approximately 62% of TerraForm Power’s shares
currently held by Brookfield Renewable and its affiliates (the
“proposed transaction”). Pursuant to the Proposal, each share of
Class A common stock of TerraForm Power would be acquired for
consideration of 0.36 of a Class A share of Brookfield Renewable
Corporation (“BEPC”). The Proposal states that BEPC is a Canadian
subsidiary of Brookfield Renewable and will be a publicly traded
corporation. The Proposal further states that BEPC's Class A
shares will be structured to be economically equivalent to
Brookfield Renewable units and will be fully exchangeable, on a
one-for-one basis, into units of Brookfield Renewable.
The Board has formed a special committee (the
“Special Committee”) of non-executive, independent directors and
the Special Committee is currently in the process of engaging
financial and legal advisors to assist in its review of the
Proposal. The Special Committee, in consultation with its
advisors, will carefully review and consider the Proposal and
pursue the course of action that it believes is in the best
interests of TerraForm Power’s stockholders. TerraForm Power’s
stockholders do not need to take any action at this time.
There can be no assurance that a definitive
proposal relating to the proposed transaction will be made, that
any such proposal will be recommended or accepted by the Special
Committee, that a definitive agreement relating to the proposed
transaction or any other transaction will be entered into by
TerraForm Power, or that any transaction will be consummated.
TerraForm Power
TerraForm Power owns and operates a
best-in-class renewable power portfolio of solar and wind assets
located primarily in the U.S. and E.U., totaling more than 4,000 MW
of installed capacity. TerraForm Power’s goal is to acquire
operating solar and wind assets in North
America and Western Europe. TerraForm Power is
listed on the Nasdaq Stock Market (Nasdaq: TERP). It is
sponsored by Brookfield Asset Management, a leading global
alternative asset manager with more than $500 billion of
assets under management.
For more information about TerraForm Power,
please visit: www.terraformpower.com.
Contact for Investors /
Media:
Sherif El-AzzaziTerraForm
Power
investors@terraform.com
Forward-Looking Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act. Forward-looking statements can
be identified by the fact that they do not relate strictly to
historical or current facts. These statements involve estimates,
expectations, projections, goals, assumptions, known and unknown
risks, and uncertainties and typically include words or variations
of words such as “expect,” “believe,” “target,” “plan,” “growth,”
“would,” “intend,” “will,” “should,” “could,” or “may” or other
comparable terms and phrases. All statements that address returns
on equity, events, or developments that TerraForm Power expects or
anticipates will occur in the future are forward-looking
statements. Forward-looking statements provide TerraForm Power’s
current expectations and speak only as of the date they are made.
Although TerraForm Power believes its expectations and assumptions
are reasonable, it can give no assurance that these expectations
and assumptions will prove to have been correct and actual results
may vary materially. Forward-looking statements in this
communication include statements regarding the proposed transaction
and any other statements regarding TerraForm Power’s future
expectations, beliefs, plans, objectives, financial conditions,
assumptions or future events or performance. Although TerraForm
Power believes that these forward-looking statements and
information are based upon reasonable assumptions and expectations,
you should not place undue reliance on them, or any other
forward-looking statements or information in this communication.
The future performance and prospects of TerraForm Power are subject
to a number of known and unknown risks and uncertainties. Factors
that could cause actual results of TerraForm Power to differ
materially from those contemplated or implied by the statements in
this communication include uncertainties as to whether an agreement
of the proposed transaction will be negotiated and executed;
negative effects from the pendency of the proposed transaction;
uncertainties as to whether TerraForm Power will cooperate with
Brookfield Renewable regarding the proposed transaction;
uncertainties as to whether the Special Committee will approve any
transaction proposed by Brookfield Renewable; uncertainties as to
whether TerraForm Power’s stockholders not affiliated with
Brookfield Renewable will approve any transaction; uncertainties as
to whether the other conditions to the proposed transaction will be
satisfied or satisfied on the anticipated schedule; the timing of
the proposed transaction and whether the proposed transaction will
be completed; failure to realize contemplated benefits from the
proposed transaction; and incurrence of significant costs in
connection with the proposed transactions. TerraForm Power
disclaims any obligation to publicly update or revise any
forward-looking statement to reflect new information or other
changes, except as required by law. The foregoing list of factors
that might cause results to differ materially from those
contemplated in the forward-looking statements should be considered
in connection with information regarding risks and uncertainties
which are described in TerraForm Power’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2018 and in subsequent
Quarterly Reports on Form 10-Q.
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