TSX.V Symbol: "
Issued and Outstanding:
Jan. 21, 2013
Western Wind Energy Corp.
- (the "Company" or "Western Wind") (TSX Venture Exchange - "WND") (OTCQX - "WNDEF") announces that it has mailed a supplementary directors' circular (the "Supplementary Directors' Circular") in response to the offer (the "Offer") from WWE Equity Holdings Inc. (the "Offeror"), an indirect subsidiary of Brookfield Renewable Energy Partners L.P. ("Brookfield Renewable") to Western Wind shareholders to purchase all of the issued and outstanding shares of Western Wind (the "Shares") for
in cash per Share, upon the terms and subject to the conditions set forth in the circular of the Offeror dated
November 26, 2012
(the "Offeror Circular").
The Supplementary Directors' Circular contains NO RECOMMENDATION of the Western Wind board of directors (the "Board of Directors") as to whether shareholders of Western Wind (the "Shareholders") should accept or reject the Offer. Shareholders should consider the information contained in the Supplementary Directors' Circular carefully and make their own decisions. Shareholders who are in doubt about how to respond to the Offer, should consult their investment dealer, stockbroker, lawyer or other professional advisors.
Reasons for Making No Recommendation
After careful consideration of the risks and opportunities presented by the Offer, the members of the special committee of the Board of Directors (the "Special Committee") found themselves unable to make a recommendation to Shareholders to accept or reject the Offer. Ultimately, they concluded, it is a choice that will rest on each Shareholder's personal circumstances, appetite for risk and tolerance of uncertainty.
July 30, 2012
, the Company announced that it would be seeking a buyer for the Company and its assets, and that the Board of Directors had established the Special Committee. On
August 10, 2012
, the Company announced that it had engaged Rothschild (
) Inc. ("Rothschild") as its lead financial advisor to manage and structure a comprehensive and efficient auction process, with PI Financial Corp. engaged as a co-advisor.
July 31, 2012
, Savitr Capital, LLC announced that it intended to nominate five new directors for election to the Board of Directors. All five of management's nominees were ultimately elected to the Board of Directors at the Company's annual general meeting held on
September 25, 2012
. However, the Company believes that there was at least an eight week delay in the proper functioning of the auction process due to the distraction caused by the proxy contest.
After the Company's annual general meeting held on
September 25, 2012
, the Board of Directors again focused on the auction process. The auction process has since been progressing as planned and as part of that process, the Board of Directors continues to be in discussions with potential buyers. However, no binding offer has been made as of the date of the Supplementary Directors' Circular. Several of the parties contacted by Rothschild have executed confidentiality agreements and conducted due diligence. Initial expressions of interest were received by the Company, some of which implied a value for the Company significantly greater than that offered by the Offeror. Seven parties remain in the process and continue to have access to the data room. Some of these parties have an interest in an individual asset, while others are considering an acquisition of the Company as a whole. Further, the Company is continuing to negotiate non-disclosure agreements with a small number of qualified parties to gain access to the data room. If they enter into the auction process, these parties will likely not be in a position to provide their views on value for several weeks.
Accordingly, while a financially superior offer may be made before the expiry of the Offer, the Offer is the only offer to purchase all of the outstanding Shares that is open for acceptance by Shareholders at the date of the Supplementary Directors' Circular. Shareholders who are attracted by the certainty of an opportunity to sell their Shares for cash at this time may prefer to accept the Offer. The Board of Directors does note that the Company's assets are infrastructure assets generating power under long term power purchase agreements. Accordingly, the value of these assets is not expected to be diminished by the success or failure of the Offer.