TSX.V Symbol: “WND”
OTCQX Symbol: “WNDEF”
Issued and Outstanding: 70,475,306
VANCOUVER, 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
On 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
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
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.
On 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.
On 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 Brookfield.
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 $2.50.
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
On 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 Brookfield.”
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 Canada.
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
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
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
California and 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 California,
Arizona, and Puerto Rico.
ON BEHALF OF THE BOARD OF DIRECTORS
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain statements contained in this news release may constitute
forward-looking information under applicable Canadian securities
legislation. These statements relate to future events and are
prospective in nature. All statements other than statements of
historical fact may constitute forward-looking statements or contain
forward-looking information. Forward-looking statements are often, but
not always, identified by the use of words such as “may”, “will”,
“project”, “predict”, “potential”, “plan”, “continue”, “estimate”,
“expect”, “targeting”, “intend”, “could”, “might”, “seek”,
“anticipate”, “should”, “believe” or variations thereof.
Forward-looking information may relate to management’s future outlook
and anticipated events or results and may include statements or
information regarding the future plans or prospects of the Company.
Forward-looking information is based on certain factors and assumptions
regarding, among other things, the Company’s negotiations with
prospective purchasers and the results of due diligence investigations
conducted by prospective purchasers, the Company’s ability to
successfully negotiate non-disclosure agreements with interested
parties, the availability of a financially superior offer, the
Company’s future growth, results of operations, performance, business
prospects and opportunities as well as the economic environment in
which it operates. Several factors could cause actual results to
differ materially from those expressed in the forward-looking
statements, including, but not limited to: actions taken by the Offeror
or Brookfield Renewable, actions taken by the Western Wind Shareholders
in relation to the Offer, the possible effect of the Offer on the
Company’s business, the outcome of the Company’s previously-announced
sale process, the ability of the Company to successfully negotiate
non-disclosure agreements with interested parties, and the availability
of value-maximizing alternatives relative to the Offer. Additional
risks and uncertainties can be found in the Company’s MDA for the year
ended December 31, 2011 and the Company’s other continuous disclosure
filings which are available at www.sedar.com.
Forward-looking statements and forward-looking information involve known
and unknown risks, uncertainties and other factors that may cause
actual results or events to differ materially from those anticipated.
Forward-looking information is subject to a variety of known and
unknown risks, uncertainties and other factors that could cause actual
events or results to differ from those reflected in the forward-looking
statements including, without limitation: the progress of Western
Wind’s sales process, whether the Company is able to successfully
negotiate the terms of non-disclosure agreements with interested
parties, the results of due diligence investigations conducted by
interested parties, and, assuming the Company receives an expression of
interest, whether a financially superior offer for Western Wind
emerges, whether the Company is able to successfully negotiate a
prospective sales transaction and whether the conditions of any
proposed transaction, including receipt by the Company of all necessary
approvals, are met.
The Board of Directors believes that the expectations reflected in the
forward-looking statements contained in this news release are
reasonable, but no assurance can be given that they will prove to be
correct. Actual results and future events may differ materially from
those anticipated and accordingly forward-looking statements should not
be unduly relied upon. Forward-looking statements contained in this
document speak only as of the date of this news release. Except as
required by applicable law, Western Wind disclaims any obligation to
update any forward-looking information.
SOURCE Western Wind Energy