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Alterra Power Corp. Announces Shareholder Approval of the Arrangement
By: PR Newswire
Dec. 14, 2017 06:59 PM
VANCOUVER, Dec. 14, 2017 /PRNewswire/ - Alterra Power Corp. ("Alterra") is pleased to announce that its shareholders have voted overwhelmingly to approve the previously announced plan of arrangement whereby Innergex Renewable Energy Inc. ("Innergex") will acquire all of the issued and outstanding common shares of Alterra (the "Arrangement").
99.89% of the Alterra shares represented at Alterra's special meeting of shareholders held today were voted in favour of the special resolution approving the Arrangement.
Alterra will apply for a final order of the Supreme Court of British Columbia approving the Arrangement on or about Monday December 18, 2017. Alterra is in the process of obtaining various regulatory approvals and key third party consents. Completion of the Arrangement is expected to occur in the first quarter of 2018.
About Alterra Power Corp.
Alterra Power Corp. is a global renewable energy company that manages operations of eight power plants totalling 825 MW of hydro, wind, geothermal and solar generation capacity in Canada, the USA and Iceland. Alterra owns a 364 MW share of this capacity, generating over 1,500 GWh of clean power annually.
Alterra is also constructing the 200 MW Flat Top wind project in central Texas, which is expected to be in operation in the first half of 2018 (51% owned by Alterra). Upon the completion of Flat Top, Alterra will operate nine power plants totalling 1,025 MW of capacity and will own a 465 MW share of this capacity, generating almost 2,000 GWh of clean power annually. Alterra also has an extensive portfolio of development projects and a skilled team of developers, builders and operators to support its growth plans.
Alterra trades on the Toronto Stock Exchange under the symbol AXY.
Cautionary Note regarding Forward-Looking Statements and Information
Forward-looking statements are based on certain key expectations and assumptions made by Alterra, including expectations and assumptions concerning: economic and financial conditions; project performance; and the timing of receipt of the requisite court, regulatory and other third-party approvals for the Arrangement. Although Alterra believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Alterra can give no assurance that they will prove to be correct.
Since forward-looking statements address future events and conditions, they are by their very nature subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the renewable energy industry in general such as execution of strategy; ability to develop Innergex's and Alterra's projects on time and within budget; capital resources; derivative financial instruments; current economic and financial condition; hydrology and wind regime; geothermal resources and solar irradiation; construction, design and development of new facilities; performance of existing projects; equipment failure; interest rate and refinancing risk; currency exchange rates; variation in merchant price of electricity; risks associated with the near-term maturity of Alterra's holding company (Sweden) bond; risk that Alterra's on-site and off-site early-stage construction activities will not be sufficient to qualify its wind development projects for the full value of the production tax credits (PTCs); risk that rules, regulation or other guidance may be promulgated in the United States that could jeopardize or otherwise impede the effectiveness of such on-site and off-site early-stage construction activities qualifying such projects for the full value of the PTCs and securing tax equity financing on such basis; risks associated with recently announced proposed changes to U.S. federal tax plans; financial leverage and restrictive covenants; and relationship with public utilities.
There are also risks inherent to the Arrangement, including incorrect assessments of the value of Innergex or Alterra; failure to satisfy the closing conditions; exercise of termination rights by Innergex or Alterra; failure to obtain the requisite court, regulatory and other third-party approvals, including approval by the Federal Energy Regulatory Commission (FERC) and the Federal Trade Commission as well as the Toronto Stock Exchange. Accordingly, there can be no assurance that the Arrangement will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this news release. The Arrangement could be modified, restructured or terminated. There can also be no assurance that the strategic, operational or financial benefits expected to result from the Arrangement will be realized.
If the Arrangement is not completed, and Alterra continues as a separate entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Alterra to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, distributors, suppliers and partners), operating results and businesses generally, and could have a material adverse effect on the current and future operations, financial condition and prospects of Alterra. Furthermore, the failure of Alterra to comply with the terms of the arrangement agreement dated October 30, 2017 with Innergex which governs the Arrangement may, in certain circumstances, result in Alterra being required to pay a fee to Innergex, the result of which could have a material adverse effect on Alterra's financial position and results of operations and its ability to fund growth prospects and current operations.
Alterra is relying on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the court, regulatory and other third-party approvals or consents and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including inability to secure necessary regulatory or court approvals in a timely manner or the need for additional time to satisfy the conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release concerning these times.
Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect the operations or financial results of Alterra are included in Alterra' annual information form and most recently filed quarterly report, each of which is filed with applicable Canadian securities regulators and may be accessed through the SEDAR website (www.sedar.com).
The forward-looking statements contained in this press release are made as of the date hereof and Alterra undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
SOURCE Alterra Power Corp.
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