|By Marketwired .||
|January 24, 2013 12:02 PM EST||
HAMILTON, BERMUDA -- (Marketwire) -- 01/24/13 --
All amounts in Canadian dollars unless otherwise indicated
Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) ("Brookfield Renewable") today sent a letter to the Board of Directors of Western Wind Energy Corp. ("Western Wind" or the "Company") terminating all present or future discussions regarding any alternative transactions to its all-cash offer (the "Offer") to acquire the common shares of Western Wind for $2.50 per share.
When Brookfield Renewable commenced its Offer in November 2012, Brookfield Renewable made it clear that its preferred approach was to work with the Board of Western Wind and its advisors towards a Board supported transaction. Brookfield Renewable has indicated since that time that it would be open to discussions with the Board in good faith on the basis that it would have access to information in order to determine whether there was additional value that could be paid for the Company.
Unfortunately, based on Western Wind's conduct since commencement of the Offer it appears that Western Wind, and in particular, its CEO, has no intention of selling the Company. In fact, Brookfield Renewable's recent discussions with Western Wind appear to have been orchestrated by the Company to enable it to issue its January 22, 2013 news release as well as its Notice of Change to its Supplementary Director's Circular, and raise shareholder expectations that a revised proposal will be made, despite there being no agreement or understanding between the parties regarding a proposal or its terms. The Board of Western Wind is asking shareholders to compare our firm $2.50 per share all cash offer against an indication that it would be able to negotiate a transaction with Brookfield in which the cash component would remain the same. This is not accurate.
Brookfield therefore reiterates that it is proceeding with its Offer and wishes to make the following points to shareholders regarding the Offer and Western Wind's most recent directors' circulars in response to the Offer:
-- No Alternative Proposal. Almost six months have elapsed since the announcement of Western Wind's sale process and over seven weeks have elapsed since the announcement of the Offer and no alternative proposal has been presented to shareholders. This is despite a comprehensive process conducted by Western Wind inviting, as disclosed by Western Wind on September 20, 2012, 56 parties to consider the acquisition of Western Wind. If a potential buyer were interested in buying the Company, it would have submitted an alternative proposal before the Offer expires. Western Wind is essentially asking its shareholders to reject the Offer and take its word that a superior transaction will be announced sometime in the future. -- No Fairness Opinion. In none of Western Wind's three directors' circulars has it provided shareholders with an opinion from either of its financial advisors regarding the adequacy of Brookfield Renewable's $2.50 offer price. This is a customary opinion to receive if one takes the view than an offer is inadequate. In late November 2012, Mr. Ciachurski indicated that Rothschild would be preparing a fairness opinion with respect to the adequacy of the Offer. No such opinion has been forthcoming. Brookfield Renewable has concluded, and urges fellow shareholders to conclude, that Rothschild was unable to render such an opinion as the $2.50 per share is fair to shareholders from a financial perspective. -- Management Self-Interest. While management is asking shareholders to wait for an indefinite period of time before realizing on their investment in the Company, management has already received large change of control payments and directors and officers of Western Wind are disposing of their interests in the Company. -- As disclosed in Western Wind's public disclosure, during the three month period ended September 30, 2012, management of Western Wind convinced the board of directors to approve early payments of their change of control payments (despite the fact that no sale was on the horizon). Mr. Ciachurski received approximately $3 million. Further, in the context of Brookfield Renewable's recent discussions with Western Wind, Rothschild indicated that a key element of a proposal for a negotiated transaction would be an amendment to the special bonus arrangements of Mr. Ciachurski to ensure that he would be paid his special bonus despite the transaction consideration (which requires a $3.00 per share threshold for payment to Mr. Ciachurski of a $2 million bonus). This special bonus would be on top of the approximately $3 million change of control payment Mr. Ciachurski has already received. -- As disclosed in Western Wind's directors' circulars, several of its directors and officers, including members of its special committee overseeing the sale process, sold a significant number of common shares of Western Wind in the three months prior to the announcement of the Offer at prices at or below Brookfield Renewable's $2.50 offer price. More recently, as disclosed in Western Wind's supplementary directors' circular dated January 21, 2013, certain officers of Western Wind disposed of a significant number of common shares of Western Wind after commencement of the Offer. These most recent dispositions were during the period of time that Western Wind was urging its shareholders to take no action regarding the Offer and wait for a superior alternative proposal. -- Minimum Tender Condition. It is a condition of the Offer that 50% of common shares held by shareholders independent of Brookfield Renewable are tendered to the Offer. Brookfield Renewable is clear in its take- over bid circular that this condition will not be waived. The Offer would no longer be a "Permitted Bid" under Western Wind's shareholder rights agreement if this condition were waived. If this minimum tender condition is not satisfied by the expiry time of the Offer, no common shares will be acquired by Brookfield Renewable. -- Attractive Consideration. The $2.50 per share offer price represents attractive consideration and a significant premium of 110% to the $1.19 per common share closing price of the common shares on TSXV on July 27, 2012 (the last trading day prior to Western Wind's announcement of its sale process) and 20% to the $2.09 per common share closing price of the common shares on TSXV on August 28, 2012 (the last trading day prior to Brookfield Renewable's announcement of its initial investment in Western Wind). -- Time is Running Out. The Offer expires on January 28, 2013 at 5:00 p.m. EST.
For further information on the Offer, please contact CST Phoenix Advisors, Brookfield Renewable's information agent for the Offer, by toll free phone at 1-800-336-5159 or by email at [email protected].
Brookfield Renewable Energy Partners (TSX:BEP.UN) operates one of the largest publicly-traded, pure-play renewable power platforms globally. Its portfolio is primarily hydroelectric and totals approximately 5,300 megawatts of installed capacity. Diversified across 69 river systems and 11 power markets in the United States, Canada and Brazil, the portfolio generates enough electricity from renewable resources to power more than two million homes on average each year. With a virtually fully-contracted portfolio of high-quality assets and strong growth prospects, the business is positioned to generate stable, long-term cash flows supporting regular and growing cash distributions to shareholders. For more information, please visit www.brookfieldrenewable.com.
Investor Contact: Brookfield Renewable Energy Partners L.P.
Director, Investor Relations
Media Contact: Brookfield Renewable Energy Partners L.P.
SVP, Communications and Media
Artifactory binary repository management system. As one of the most widely used binary repositories and the only repository that offers a high availability clustered solution, the integration with Artifactory helps customers easily adopt CA Release Automation to optimize their entire software development lifecycle. “Artifactory is a standard maker at the continuous-integration domain and provides the user a powerful repository experience with the freedom to choose his own tools set and ecosyste...
May. 5, 2015 07:45 PM EDT Reads: 461
This talk focuses on the application of DevOps fundamentals to include network infrastructure. It draws from real deployment case studies on the extension of today's paradigms to address the challenges of the network infrastructures' ability to seamlessly and cohesively integrate into agile workflows. In this session at DevOps Summit, Arista Networks will focus on configuration management using automation with a nod to future work necessary to include telemetry and ephemeral state information....
May. 5, 2015 04:45 PM EDT Reads: 1,127
Avnet, Inc. has announced that it ranked No. 4 on the InformationWeek Elite 100 – a list of the top business technology innovators in the U.S. Avnet was recognized for the development of an innovative cloud-based training system that serves as the foundation for Avnet Academy – the company’s education and training organization focused on technical training around top IT vendor technologies. The development of this system allowed Avnet to quickly expand its IT-related training capabilities around...
May. 5, 2015 04:15 PM EDT Reads: 932
SYS-CON Events announced today that dcVAST, a leader in IT infrastructure management, support service and cloud service, will exhibit at SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. dcVAST provides cutting-edge IT services and IT infrastructure management services. dcVAST builds robust systems that are simple, secure and serviceable. dcVAST’s IT infrastructure support and IT services expertise can help companies r...
May. 5, 2015 04:02 PM EDT Reads: 606
DevOps Summit, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long developmen...
May. 5, 2015 03:45 PM EDT Reads: 894
While Docker continues to be the darling of startups, enterprises and IT innovators around the world, networking continues to be a real mess. Indeed, managing the interaction between Docker containers and networks has always been fraught with complications. Without automation in networking, the vision of running Docker at scale and letting IT run the same apps unchanged on the laptop and in the data center or for any cloud cannot be realized.
May. 5, 2015 03:30 PM EDT Reads: 930
SYS-CON Events announced today Isomorphic Software, the global leader in high-end, web-based business applications, will exhibit at SYS-CON's DevOps Summit 2015 New York, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Isomorphic Software is the global leader in high-end, web-based business applications. We develop, market, and support the SmartClient & Smart GWT HTML5/Ajax platform, combining the productivity and performance of traditional desktop software ...
May. 5, 2015 03:00 PM EDT Reads: 839
The OnPage SOAP API provides programmatic access to OnPage messaging services. Typical applications include sending messages to individual OnPage users or groups and receiving tracking information for messages such as delivery and read timestamps or reply information. The API is based on open standards known collectively as "Web Services," which includes the Simple Object Access Protocol (SOAP), Web Services Definition Language (WSDL), and the XML Schema Definition language (XSD).
May. 5, 2015 02:37 PM EDT Reads: 346
SYS-CON Events announced today the DevOps Foundation Certification Course, being held June ?, 2015, in conjunction with DevOps Summit and 16th Cloud Expo at the Javits Center in New York City, NY. This sixteen (16) hour course provides an introduction to DevOps – the cultural and professional movement that stresses communication, collaboration, integration and automation in order to improve the flow of work between software developers and IT operations professionals. Improved workflows will res...
May. 5, 2015 02:30 PM EDT Reads: 3,394
Docker is becoming very popular--we are seeing every major private and public cloud vendor racing to adopt it. It promises portability and interoperability, and is quickly becoming the currency of the Cloud. In his session at DevOps Summit, Bart Copeland, CEO of ActiveState, discussed why Docker is so important to the future of the cloud, but will also take a step back and show that Docker is actually only one piece of the puzzle. Copeland will outline the bigger picture of where Docker fits a...
May. 5, 2015 02:15 PM EDT Reads: 5,325
A new definition of Big Data & the practical applications of the defined components & associated technical architecture models This presentation introduces a new definition of Big Data, along with the practical applications of the defined components and associated technical architecture models. In his session at Big Data Expo, Tony Shan will start with looking into the concept of Big Data and tracing back the first definition by Doug Laney, and then he will dive deep into the description of 3V...
May. 5, 2015 02:00 PM EDT Reads: 1,137
Ayla Networks, whose agile Internet of Things (IoT) platform makes it easy for manufacturers to deliver secure, connected products, today announced it has been included in the list of "Cool Vendors" in the Internet of Things report by Gartner, Inc. “Gartner knows how important it is that manufacturers of all kinds of products have the right IoT solution to help turn their products into connected ‘things,’” said David Friedman, CEO and co-founder of Ayla Networks. “The market for Ayla’s IoT pla...
May. 5, 2015 02:00 PM EDT Reads: 498
SYS-CON Events announced today that CenturyLink, Inc., a leader in the network services market, has been named “Platinum Sponsor” of SYS-CON's 16th International Cloud Expo®, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. CenturyLink is the third largest telecommunications company in the United States and is recognized as a leader in the network services market by technology industry analyst firms. The company is a global leader in cloud infrastructure and ...
May. 5, 2015 01:15 PM EDT Reads: 1,284
ScriptRock has been included in the list of "Cool Vendors" in the "Cool Vendors in DevOps 2015" report by Gartner, Inc.* ScriptRock provides visibility into the configuration state of an organization's IT environments, enabling the continuous delivery of mission critical services. For enterprises where downtime is not an option, ScriptRock's system-wide overwatch offers the assurance that misconfigurations and anomalies are caught before they affect the business. By satisfying this fundamental ...
May. 5, 2015 12:15 PM EDT Reads: 763
As cloud gives an opportunity to businesses to buy services externally – how is cloud impacting your customers? In his General Session at 15th Cloud Expo, Fabio Gori, Director of Worldwide Cloud Marketing at Cisco, provided answers to big questions: Do you see hybrid cloud as where the world is going? What benefits does it bring? And how does Cisco connect all of these clouds? He also discussed Intercloud and Cisco’s investment on it.
May. 5, 2015 12:00 PM EDT Reads: 5,154