TransAlta Renewables Inc. (“TransAlta Renewables” or the “Company”) (TSX: RNW) is pleased to announce that two leading independent proxy advisory firms, Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”), have recommended that shareholders vote FOR the previously announced definitive arrangement agreement (the “Arrangement”) where TransAlta Corporation (“TransAlta”) will acquire all of the issued and outstanding common shares of the Company not already owned, directly or indirectly, by TransAlta and certain of its affiliates.
ISS and Glass Lewis provide proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.
In reaching its recommendation, ISS stated the following for TransAlta Renewables: “Vote FOR this resolution as the offer represents a premium to the unaffected price and the valuation appears credible. Shareholders will be provided the ability to participate in the combined company upside or receive certain and immediate cash value (subject to proration in each case)”.
Glass Lewis in its proxy paper said that the proposed transaction is in the interests of minority shareholders and stated, “Strategically, we believe the proposed merger is based on sound premises as it intends to combine two entities with similar businesses in order to create a larger company which will benefit from greater efficiencies and corporate synergies”.
Under the terms of the Arrangement, shareholders of the Company may choose to receive for each Company share: (a) 1.0337 common shares of TransAlta (“TransAlta Shares”); or (b) $13.00 in cash. The consideration payable to the Company’s shareholders is subject to pro-rationing based on a maximum aggregate number of TransAlta Shares that may be issued of 46,441,779 and a maximum aggregate amount of cash of $800 million.
On August 29, 2023, TransAlta Renewables filed a management information circular along with the related meeting and proxy materials (the “Meeting Materials”) for its special meeting of shareholders to be held on September 26, 2023 at 10:00 a.m. MST (the “Meeting”). The Meeting is being held in a virtual-only meeting format via live audio webcast at web.lumiagm.com/450755248 (password “transalta2023” (case sensitive)). Shareholders of record as of the close of business on August 24, 2023, are entitled to receive notice of and vote at the Meeting.
Details on how to vote and participate in the Meeting are available in the Meeting Materials. The Meeting Materials have been mailed to the Company’s shareholders and can be downloaded from the Company’s SEDAR profile at www.sedarplus.com. The Meeting Materials are also available at the Company’s website, www.transaltarenewables.com. Shareholders are encouraged to review the Meeting Materials prior to voting on the Arrangement.
The Arrangement will create a unified, large-scale clean electricity leader with a broader, more diversified platform and is expected to offer significant benefits to shareholders who elect to receive TransAlta Shares. In addition, the combined company will provide resilience and mitigate near-term risks associated with maintaining the current dividend level given its declining cash available for distribution due to near-to-medium term contract expiries, significant increases to cash taxes and other factors.
The combined company will provide stronger dividend sustainability and payout coverage, and it will be better positioned to realize in renewable assets growth as compared to the Company as a standalone entity. The combined company will also have access to more efficient capital, along with corporate synergies as a result of its simplified structure. In addition, the combined company will share a common strategic path to achieve its clean electricity growth objectives.
The Arrangement is the result of an extensive and thorough arm’s length negotiation process between the special committee of the independent directors of the Company’s Board of Directors and TransAlta, and their respective advisors. The Company encourages shareholders to read the Meeting Materials to gain additional insights into the benefits of the Arrangement, information regarding third-party valuations and independence of advisors, comprehensive governance process with its own independent advisors, and other information and factors considered to ensure fair value for the Company.
The independent members of the board of directors of the Company (four directors who are not independent abstained) unanimously recommend that Company shareholders vote FOR the Arrangement. It is a condition to the completion of the Arrangement that it is approved by shareholders of the Company.
Shareholder Questions and Assistance
The Company has engaged Kingsdale Advisors as its proxy advisor and solicitation agent. Any questions regarding voting of shares can be directed to Kingsdale Advisors, who can be reached by toll-free telephone in North America at 1-877-659-1821, by collect call outside North America at 1-647-251-9743, or by email at firstname.lastname@example.org.
TransAlta Renewables is among the largest of any publicly traded renewable independent power producers (“IPP”) in Canada. Our asset platform and economic interests are diversified in terms of geography, generation and counterparties and consist of interests in 26 wind facilities, 11 hydroelectric facilities, eight natural gas generation facilities, two solar facilities, one natural gas pipeline, and one battery storage project, representing an ownership interest of 2,965 megawatts of net owned generating capacity, located in the provinces of British Columbia, Alberta, Ontario, Québec, New Brunswick, the States of Pennsylvania, New Hampshire, Wyoming, Massachusetts, Michigan, Minnesota, Washington, North Carolina, and the State of Western Australia.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking information”, within the meaning of applicable Canadian securities laws, and “forward-looking statements”, within the meaning of applicable United States securities laws, including the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking statements). In some cases, forward-looking statements can be identified by terminology such as “plans”, “expects”, “proposed”, “will”, “anticipates”, “develop”, “continue”, and similar expressions suggesting future events or future performance. In particular, this news release contains, without limitation, statements pertaining to: acquisition by TransAlta of all of the outstanding common shares of the Company not already owned by TransAlta, directly or indirectly, pursuant to the Arrangement; and the benefits of the Arrangement, including as it pertains to growth and the realization of synergies from the Arrangement.
The forward-looking statements contained in this news release are based on many assumptions and are subject to a number of significant risks, uncertainties and assumptions that could cause actual plans, performance, results or outcomes to differ materially from current expectations. Factors that may adversely impact what is expressed or implied by forward-looking statements contained in this news release include, but are not limited to: the completion and timing of the Arrangement ; the ability of the Company and TransAlta to receive, in a timely manner, the necessary regulatory, court, shareholder, stock exchange and other third-party approvals and to satisfy the other conditions to closing of the Arrangement; the ability of the parties to complete the Arrangement on the terms contemplated by the Company and TransAlta or at all; the ability of the combined company to realize the anticipated benefits of, and synergies and savings from, the Arrangement; consequences of not completing the Arrangement, including the volatility of the Company’s share price, negative reactions from the investment community, and the required payment of certain costs related to the termination of the Arrangement; other risks and uncertainties discussed in the Company’s materials filed with the securities regulatory authorities from time to time and as also set forth in the Company’s and TransAlta’s MD&A and Annual Information Form for the year ended December 31, 2022. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s expectations only as of the date of this news release. The Company 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.
Note: All financial figures are in Canadian dollars unless otherwise indicated.
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