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TSX.V Symbol: "
WND" OTCQX Symbol:
"WNDEF" Issued and Outstanding:
Jan. 24, 2013 /PRNewswire/ -
Western Wind Energy Corp. - (the "Company" or "Western Wind") (TSX Venture Exchange - "WND") (OTCQX - "WNDEF") wishes to advise of the following disclosures with
Thursday, January 17, 2013, Western Wind received a call from Rothschild, our financial advisor, stating that their Chairman received a call from a very senior official at
Brookfield, requesting a meeting in
Toronto as soon as possible, to discuss a revised increase in their bid.
A meeting was held in
Toronto on the morning of
Saturday, January 19, 2013 with the CFO of Western Wind, Rothschild and four (4) members of
Brookfield. In that six hour meeting,
Brookfield requested, and was given, a very detailed and forensic look at the Yabucoa Project and several other key financial matters. Western Wind delivered the essential financial details in the same manner as it would, for our lenders.
Following this disclosure, various ideas were discussed by both parties, on how to increase the value of the existing
$2.50 bid by
Brookfield. Suggestions made by all parties included: increasing the bid as an all cash bid; increasing the bid in two (2) components comprising of
$2.75 cash plus spinning out our
Kingman wind and solar production facility and our
Arizona development assets into a separate Spinco; and lastly, an increased cash bid with a series of contingency payments to pay additional payments to Western Wind shareholders, based on completion of certain milestones going forward.
After the conclusion of the meeting,
Brookfield said that they would have a proposal delivered to Western Wind by the end of Sunday night, as this was a condition for Western Wind attending to their offices and giving up very detailed forensic information on Yabucoa. It was also very important to get this new information into the revised Supplementary Directors' Circular, which was scheduled to be released on
Monday, January 21, 2013.
On Sunday night, an email was sent by
Brookfield indicating that they would not have anything by the evening of Sunday.
Monday, January 21st, Western Wind issued its "no recommendation" circular. Another email was sent from
Brookfield stating that they would not have anything ready by
2pm West Coast time on Monday, which was past the printing and mailout deadline of our Circular.
January 22, 2013, an email was received stating that
Brookfield was proposing
$2.50 cash plus the 42 MW DC Yabucoa Project to be spun out into a new public company and had requested that we prepare a Heads of Agreement and an Exclusivity Agreement. Western Wind management and its Special Committee began preparing the documentation regarding some of the proposals presented by
Due to the fact that
Brookfield is a significant insider to the Company, and has had access to the Company's very detailed financial information that neither the public nor any other party has, it was clearly a material obligation by the Board of Western Wind, to release this update by way of a News Release, and to change the "No Recommendation" to a "Rejection" because of the impending new arrangements, which in any outcome, would be higher than
The CEO of Western Wind was not part of and did not attended the meetings in
Toronto or any subsequent discussions with
Brookfield. The Independent Committee elected to send it's CFO to work with
Brookfield and Rothschild.
January 23, 2013, we received a letter from
Brookfield stating that "
Brookfield would issue its
January 24th news release if Mr. Ciachurski continued to be involved in the process and that if we, as a Board, rejected the current outstanding
$2.50 cash bid from
These two requests by
Brookfield were moot. Firstly, Mr. Ciachurski was not involved in any of the meetings with
Brookfield nor did Mr. Ciachurski speak with any of the members from
Brookfield, either as a whole or individually during this process from the 17th. Mr. Ciachurski is also excluded from any of the Independent Committee meetings. Secondly, since
Brookfield, as a major insider, is proposing a bid greater than
$2.50, the Board of Western Wind has a statutory obligation to reject the preexisting
$2.50 bid. That is a fundamental obligation to keep it's shareholders informed.
At no time, was there ever a discussion with Mr. Ciachurski or any member of Western Wind with
Brookfield, regarding a bonus to meet or not meet a
$3.00 threshold. The bonus that
Brookfield refers to, was in force for at least four years and predates by three years, the published DAI valuation that was sent to the TSX valuing the Company at
$5.60 per share.
Mr. Ciachurski issued a "blackout trading order" to all officers and directors, well in advance of the first indicative bid. Any sales after that date were for tax sales, required for compliance with the tax laws in both the US and
Western Wind has been proceeding with the sales process as efficiently as possible, given the difficulties of having a significant insider making a hostile bid for the Company. Regardless of
Brookfield's refusal, as an insider, to have a valuation performed, which keeps the process fair, Western Wind staff and the Independent Committee have been working diligently to accommodate the requests by
Brookfield, of a revised offer. This offer been stated by
Brookfield's CEO, several times.
Brookfield continues to mischaracterize, discredit and interfere with Western Wind's sincere attempt to sell the Company. The Western Wind Board only wants the best value for its shareholders, and
Brookfield has shown that they are only interested in doing what's best for
Brookfield. From the start, they have ignored the process and have shown nothing but contempt for our shareholders. We are hopeful that our shareholders will see through their ruse, and reject their strategies.
ABOUT WESTERN WIND ENERGY CORP.
Western Wind is a vertically integrated renewable energy production company that owns and operates wind and solar generation facilities with 165 net MW of rated capacity in production, in the States of
Arizona. Western Wind further owns substantial development assets for both solar and wind energy in the U.S. The Company is headquartered in
Vancouver, BC and has branch offices in
Scottsdale, Arizona and
Tehachapi, California. Western Wind trades on the TSX Venture Exchange under the symbol "WND", and in
the United States on the OTCQX under the symbol "WNDEF".
The Company owns and operates three wind energy generation facilities in
California, and one fully integrated combined wind and solar energy generation facility in
Arizona. The three operating wind generation facilities in
California are comprised of the 120MW Windstar, the 4.5MW Windridge facilities in
Tehachapi, and the 30MW Mesa wind generation facility near
Palm Springs. The facility in
Arizona is the Company's 10.5MW
Kingman integrated solar and wind facility. The Company is further developing wind and solar energy projects in
ON BEHALF OF THE BOARD OF DIRECTORS