TSX.V Symbol: "
Issued and Outstanding:
Jan. 28, 2013
Western Wind Energy Corp.
- (the "Company" or "Western Wind") (TSX Venture Exchange - "WND") (OTCQX - "WNDEF") announces that it has made a formal application to the Ontario Securities Commission (the "OSC") requesting that
the OSC make orders requiring that WWE Equity Holdings Inc., an indirect subsidiary of Brookfield Renewable Energy Partners L.P. (together, "Brookfield") prepare and disclose the results of a formal valuation in compliance with Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The application is made in respect of
offer (the "Offer") to Western Wind shareholders to purchase all of the issued and outstanding shares of Western Wind.
The OSC has not yet set a hearing date. The Company expects that any such hearing will not be scheduled before the expiry date of the Offer. There is no guarantee that the OSC will make the orders requested by the Company.
We want our shareholders to be treated equitably. Therefore, after having discussions with the OSC on this issue over the past several weeks, we have now formally applied to the OSC to require an independent valuator to carry out a valuation of Western Wind shares. With a valuation in hand, our shareholders will be able to make an informed decision
," said Mr. Ciachurski.
Shareholders are also reminded that our auction process is still underway and we are continuing to pursue options that will maximize full value for shareholders. We are confident in our endeavours to obtain a better price. Either Brookfield plays by the rules and obtains a shareholder supported transaction based on a publicly disclosed valuation or our assets will be sold to selected purchasers who obtain shareholder approval
" concluded Mr. Ciachurski.
Background to the OSC Application
The Offer constitutes an "insider bid" for the purposes of MI 61-101, since
and its affiliates hold more than 10% of the issued and outstanding common shares of the Company.
MI 61-101 requires, among other things, that a formal valuation of the securities that are the subject of an insider bid be prepared by an independent valuator and filed with the applicable securities regulatory authority and that a summary of the formal valuation be included in the take-over bid circular in respect of the insider bid (the "Valuation Requirement"), subject to certain exemptions. The purpose of the Valuation Requirement is to level the playing field for minority shareholders when transactions are proposed in which insiders like
have an advantage over minority shareholders by virtue of increased access to information.
is relying on an exemption from the Valuation Requirement on the basis that neither
nor any of its joint actors has, or has had within the preceding twelve months, any board or management representation in respect of the Company, or has knowledge of any material information concerning the Company or its securities that has not been generally disclosed (the "Valuation Exemption").
However, due to the fact that
and its affiliates have knowledge of material, non-public and confidential information about the business and affairs of the Company, Western Wind is of the view that
is not entitled to rely on the Valuation Exemption and that a formal valuation of Western Wind shares should therefore be obtained in accordance with MI 61-101.
The Company believes that a formal valuation will benefit all shareholders by allowing them to assess the price offered by
relative to the fair market value of Western Wind shares as determined by an independent valuator.
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
. Western Wind further owns substantial development assets for both solar and wind energy in the U.S. The Company is headquartered in
and has branch offices in
. 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
, and one fully integrated combined wind and solar energy generation facility in
. The three operating wind generation facilities in
are comprised of the 120MW Windstar, the 4.5MW Windridge facilities in
, and the 30MW Mesa wind generation facility near
. The facility in
is the Company's 10.5MW
integrated solar and wind facility. The Company is further developing wind and solar energy projects in
ON BEHALF OF THE BOARD OF DIRECTORS