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Issued and Outstanding:
Feb. 4, 2013 /PRNewswire/ -
Western Wind Energy Corp. - (the "Company" or "Western Wind") (TSX Venture Exchange - "WND") (OTCQX - "WNDEF") provides an update and responds to an amendment to the unsolicited offer (as amended, the "Offer") by WWE Equity Holdings Inc, an indirect subsidiary of Brookfield Renewable Energy Partners L.P. (together, "Brookfield") to acquire all of the issued and outstanding common shares (the "Shares" or the "Western Wind Shares") of Western Wind.
Option on New 100 MW Power Purchase Agreement
Western Wind is pleased to announce that the Company has entered into an option agreement (the "Option Agreement") with PBJL Energy Corporation ("PBJL") for the sole and exclusive right and option (the "Option") to purchase rights held by PBJL under a Master Renewable Power Purchase and Operating Agreement (the "Master PPA") between PBJL and
Puerto Rico Electric Power Authority (the "Power Authority"). Pursuant to the Master PPA, PBJL has the right to sell power from one or more solar energy facilities with a net aggregate capacity of up to 100MWs in various locations in
Puerto Rico (the "Project Rights") and the Power Authority has agreed to purchase all electricity produced from the locations in connection with the Project Rights. The power purchase agreements entered into under the Master PPA will have a tenure of 20 years and the projects must be online by
December 31, 2015.
Pursuant to the Option Agreement, the Company has the exclusive right to acquire the Project Rights and all rights currently held by PBJL under the Master PPA upon making a payment of
US$5,000,000. The Option may be exercised either by acquiring the shares of PBJL or the Project Rights including an assignment of the Master PPA. The Option will terminate upon the earlier of (i)
September 30, 2013, if the closing of the Option has not occurred on or before that date; (ii) immediately at the sole discretion of PBJL, upon a "change of control" (as defined in the Option Agreement) of Western Wind which includes a transaction which is not supported by the Board of Directors or a material change in the composition of the Board of Directors of the Company. Unless the Offer is supported by the Board of Directors, the taking up of shares by
Brookfield under the Offer will permit PBJL to terminate the Option.
The Company was able to acquire the Option for nominal consideration. PBJL is a private company principally owned by independent businessmen who from time to time provide consulting services to the Company. The
US$5 Million payment will be paid by and at the sole discretion of the Board approved purchaser of Western Wind.
The Company's ability to exercise the 100MW option will be subject to the receipt of all required approvals. The Master PPA can be used on sites acquired or developed by third parties and, subject to meeting all stated conditions, the Power Authority is obligated to purchase the energy generated up to 100 MW. There is no obligation by PBJL to produce or build any facility.
Response to Amended Offer
January 28, 2013,
Brookfield announced that it had amended and supplemented the Offer in order to (a) increase the price payable under the Offer to
$2.60 in cash for each Western Wind Share and (b) extend the expiry of the Offer from
5:00 p.m. (
Toronto time) on
January 28, 2013 to
5:00 p.m. (
Toronto time) on
February 11, 2013 (a statutory holiday in
British Columbia), unless the Offer is further extended or withdrawn (the "Amended Offer").
After careful consideration, including a thorough review of the Amended Offer, as well as other factors, on
February 3, 2013, the Special Committee and the Board of Directors both determined that they recommend that shareholders REJECT the Amended Offer.
While the auction process remains open, no binding offer has been made as of the date of this news release.
Brookfield acquired its interest in the Company after the announcement of the sale process. The Board of Directors is of the view that this was done to influence the sale process. To date, the presence of the Offer in addition to
Brookfield's position as a significant shareholder of the Company has had a chilling effect on the sale process.
The Special Committee and the Board of Directors continue to believe that the sale of the Company should proceed by way of an auction process unencumbered by the Offer. Management and the Board of Directors of the Company remain committed to a sale of the Company and delivering the superior value to its shareholders.