SAN FRANCISCO, Dec. 9, 2019 /CNW/ -- Pattern Energy Group Inc.
(Nasdaq and TSX: PEGI) ("Pattern Energy" or "the Company") today
announced the expiration of the 35-day "Go-Shop Period" under the
merger agreement between Pattern Energy and Canada Pension Plan
Investment Board ("CPPIB") (the "Merger Agreement") that was
previously announced on November 4,
2019.
During the "Go-Shop Period," pursuant to the terms of the Merger
Agreement, Pattern Energy, with the assistance of Evercore and
Goldman, Sachs & Co. LLC, the financial advisors to the Special
Committee of the Board of Directors of Pattern Energy, contacted 16
potential bidders. Each party that was contacted either notified
Pattern Energy that, after further review, it would not be
interested in pursuing a potential transaction with Pattern Energy
or did not respond.
Pursuant to the terms of the Merger Agreement, Pattern Energy
has now ceased such solicitation activities and has become subject
to customary non-solicitation restrictions on its ability to
solicit third-party proposals relating to alternative transactions
or to provide information to and engage in discussions with a
third-party in relation to an alternative transaction, subject to
certain customary exceptions to permit Pattern Energy's directors
to comply with their fiduciary duties.
The transaction with CPPIB is expected to close by the second
quarter of 2020, subject to Pattern Energy shareholder approval,
receipt of the required regulatory approvals, and other customary
closing conditions.
About Pattern Energy
Pattern Energy Group Inc.
(Pattern Energy) is an independent power company listed on the
Nasdaq Global Select Market and Toronto Stock Exchange. Pattern
Energy has a portfolio of 28 renewable energy projects with an
operating capacity of 4.4 GW in the
United States, Canada and
Japan that use proven,
best-in-class technology. Pattern Energy's wind and solar power
facilities generate stable long-term cash flows in attractive
markets and provide a solid foundation for the continued growth of
the business. For more information, visit
www.patternenergy.com.
Forward-Looking Statements
This communication
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and
"forward-looking information" within the meaning of Canadian
securities laws. Such statements include statements concerning
anticipated future events and expectations that are not historical
facts. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements.
Forward-looking statements are typically identified by words such
as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects,"
"possible" or "potential," by future conditional verbs such as
"assume," "will," "would," "should," "could" or "may," or by
variations of such words or by similar expressions or the negative
thereof. Actual results may vary materially from those expressed or
implied by forward-looking statements based on a number of factors
related to the pending acquisition of the Company, including,
without limitation (1) risks related to the consummation of the
Merger, including the risks that (a) the Merger may not be
consummated within the anticipated time period, or at all, (b) the
parties may fail to obtain shareholder approval of the Merger
Agreement, (c) the parties may fail to secure the termination or
expiration of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
or other applicable jurisdictions as provided in the Merger
Agreement, (d) the parties may fail to secure other applicable
regulatory approvals, including from the Federal Energy Regulatory
Commission, and (e) other conditions to the consummation of the
Merger under the Merger Agreement may not be satisfied; (2) the
effects that any termination of the Merger Agreement may have on
the Company or its business, including the risks that (a) the price
of the Company Common Stock may decline significantly if the Merger
is not completed, (b) the Merger Agreement may be terminated in
circumstances requiring the Company to pay Parent a termination
fee, or (c) the circumstances of the termination, including the
possible imposition of a 12- month tail period during which the
termination fee could be payable upon certain subsequent
transactions, may have a chilling effect on alternatives to the
Merger; (3) the effects that the announcement or pendency of the
Merger may have on the Company and its business, including the
risks that as a result (a) the Company's business, operating
results or stock price may suffer, (b) the Company's current plans
and operations may be disrupted, (c) the Company's ability to
retain or recruit key employees may be adversely affected, (d) the
Company's business relationships (including with suppliers,
off-takers, and business partners) may be adversely affected, (e)
the Company is not able to access the debt or equity markets on
favorable terms, or at all, or (f) the Company's management's or
employees' attention may be diverted from other important matters;
(4) the effect of limitations that the Merger Agreement places on
the Company's ability to operate its business or engage in
alternative transactions; (5) the nature, cost and outcome of
pending and future litigation and other legal proceedings,
including any such proceedings related to the Merger and instituted
against the Company and others; (6) the risk that the Merger and
related transactions may involve unexpected costs, liabilities or
delays; (7) the Company's ability to continue paying a quarterly
dividend; and (8) other economic, business, competitive, legal,
regulatory, and/or tax factors under the heading "Risk Factors" in
Part I, Item 1A of the Company's Annual Report on Form 10- K for
the fiscal year ended December 31, 2018, as updated or supplemented
by subsequent reports that the Company has filed or files with the
U.S. Securities and Exchange Commission ("SEC") and Canadian
securities regulatory authorities. Potential investors,
stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date on which they are made. The Company does not assume any
obligation to publicly update any forward-looking statement after
it is made, whether as a result of new information, future events
or otherwise, except as required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the Merger. In connection with
the proposed transaction, the Company plans to file a proxy
statement with the SEC and Canadian securities regulatory
authorities. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO
AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT
THE COMPANY WILL FILE WITH THE SEC AND CANADIAN SECURITIES
REGULATORY AUTHORITIES WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors
will be able to obtain free copies of the proxy statement and other
relevant materials (when they become available) and other documents
filed by the Company at the SEC's website at www.sec.gov and the
website of the Canadian securities regulatory authorities at
www.sedar.com. Copies of the proxy statement (when they become
available) and the filings that will be incorporated by reference
therein may also be obtained, without charge, by contacting the
Company's Investor Relations department at ir@patternenergy.com or
(416) 526-1563.
Participants in Solicitation
The Company and
its directors, executive officers and certain employees, may be
deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation
of proxies in respect of the Merger. Information regarding the
Company's directors and executive officers is available in its
proxy statement filed with the SEC and Canadian securities
regulatory authorities on April 23,
2019. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC and Canadian securities regulatory authorities (when they
become available). These documents can be obtained free of charge
from the Company (when they become available) from the sources
indicated above.
Contacts
Pattern Energy
Media Relations
Matt
Dallas
917-363-1333
matt.dallas@patternenergy.com
or
Joele Frank, Wilkinson Brimmer
Katcher
Andy Brimmer / Ed Trissel / Aaron
Palash
212-355-4449
Investor Relations
Ross
Marshall
416-526-1563
ross.marshall@loderockadvisors.com
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SOURCE Pattern Energy Group Inc.