TSX.V Symbol: “WND”
OTCQX Symbol: “WNDEF”
Issued and Outstanding: 70,462,806
VANCOUVER, Jan. 28, 2013 /PRNewswire/ – 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 Brookfield’s 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
“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 Brookfield 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 Brookfield have an advantage over minority shareholders by virtue
of increased access to information.
Brookfield is relying on an exemption from the Valuation Requirement on
the basis that neither Brookfield 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 Brookfield 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 Brookfield 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 Brookfield
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
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
Jeffrey J. Ciachurski
President Chief Executive Officer
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 outcome of a hearing before the OSC,
if such hearing occurs, the results of a valuation, if obtained by
Brookfield , and the availability of a financially superior offer,.
Several factors could cause actual results to differ materially from
those expressed in the forward-looking statements, including, but not
limited to: the outcome of a hearing before the OSC, if such hearing
occurs, the results of a valuation, if obtained by Brookfield, may not
be as anticipated by the Company, actions taken by Brookfield, 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, 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 risk that the outcome of
a hearing before the OSC will not be in the Company’s favor, the
results of the valuation, if obtained by Brookfield, will not be as
anticipated by the Company, the progress of Western Wind’s sales
process, and, assuming the Company receives an expression of interest
from a prospective purchaser, 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 Company 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