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Press release from CNW Group

Boralex Inc. Mails Notice of Extension and Variation and Comments on O'Leary's Legal Action

Wednesday, September 01, 2010

Boralex Inc. Mails Notice of Extension and Variation and Comments on O'Leary's Legal Action19:44 EDT Wednesday, September 01, 2010MONTREAL, Sept. 1 /CNW Telbec/ - Boralex ("Boralex" or "Corporation") announces that it has filed with Canadian securities regulatory authorities and the U.S. Securities Exchange Commission the notice of extension and variation and amended letter of acceptance and transmittal and commenced the mailing of the Notice to holders of units of Boralex Power Income Fund (the "Fund"), formally extending and varying Boralex's offer to acquire all of the issued and outstanding trust units in the capital of the Fund (except for the outstanding class B limited partnership units of Boralex Power Limited Partnership together with the special voting unit of the Fund associated therewith) on the revised basis of $5.00 in cash or 0.05 of a $100 principal amount of 6.75% convertible unsecured subordinated debentures of Boralex subject, in each case, to proration based on a maximum amount of $90.6 million in cash and $135.9 million of debentures payable under the offer and any compulsory acquisition or subsequent acquisition transaction. The consideration payable under the Offer will be prorated on each take-up date as necessary to ensure that the total aggregate consideration payable under the offer and in any compulsory acquisition or subsequent acquisition transaction does not exceed these maximum aggregate amounts and will be based on the number of Units acquired in proportion to the number of units outstanding.Boralex also announces that it will delay the adoption of the special resolution originally planned to occur immediately after taking up the units deposited under the offer in order to effect the proposed amendment to the trust agreement in connection with the proposed second-step compulsory acquisition. Rather, Boralex will seek unitholder approval of the special resolution to amend Section 6.29 of the trust agreement or any other special resolution to authorize and approve any other form of subsequent acquisition transaction, in either case, at a special meeting of the unitholders to be called for such purpose.Upon taking up and paying for the units deposited under the offer, Boralex, together with its affiliates and associates, would own at least 66 2/3% of the units and would hold sufficient votes to carry out a subsequent acquisition transaction. Boralex's decision to delay the immediate implementation of the second step compulsory acquisition was made to maintain the highest level of transparency.Further details of the offer are contained in the notice and letter of transmittal. Unitholders are encouraged to read the documents and to consider the important information contained therein. Copies of the notice and the letter of transmittal along with other relevant documents are available electronically at www.sedar.com. The offer is open for acceptance until 7:00 p.m. (Montréal time) on September 15, 2010.Unitholders of the Fund who have already deposited their units into the offer do not need to take any further action to accept the offer but will have the opportunity to make the election for cash or convertible debentures. Unitholders of the Fund who have not yet deposited their units in acceptance of the offer may deposit their units to the offer at any time prior to 7:00 p.m. (Montréal time) on September 15, 2010.Boralex also wishes to denounce the legal action filed yesterday in Quebec Superior Court by O'Leary Funds Management LP ("O'Leary"). Boralex believes that O'Leary's action is merely an effort to derail the right of unitholders to adequately consider and deposit their units into the offer. In any event, these proceedings will neither affect the offer nor prevent in any way the take up and pay of the units deposited under the offer, which will proceed on September 15, 2010, as announced, if the minimum tender condition and the other conditions of the offer are satisfied or waived.About BoralexBoralex is a major independent power producer whose core business is the development and operation of power stations that generate renewable energy. Employing over 300 people, the Corporation operates 28 power stations with a total installed capacity of 410 megawatts ("MW") in Canada, in the north-eastern United States and in France. In addition, the Corporation has, alone or with its European and Canadian partners, power projects under development that will add close to 300 MW of power, of which almost 100 MW will come online by the end of fiscal 2010. Boralex is distinguished by its diversified expertise and in-depth experience in three power generation segments - wind, hydroelectric and thermal. Boralex also holds a 23% interest in Boralex Power Income Fund, which has 10 power stations with a total installed capacity of 190 MW in Québec and the United States. These sites are managed by Boralex. Boralex shares are listed on the Toronto Stock Exchange (TSX) under the ticker symbol BLX. More information will be available in the following hours at www.boralex.com or www.sedar.com.Reader AdvisoryCertain statements in this press release and the notice extension are forward looking statements and are prospective in nature. Forward looking statements are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "except", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue" or the negative thereof or similar variations. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from Boralex's expectations include, among other things, general business and economic conditions and competition within those markets in which the Fund serves as well as specific risks relating to the Fund, such as risks relating to the industries in which the Fund is active generally, conflict policies and general economic conditions and other risks identified in the Fund's public filings. Such forward-looking statements should, therefore, be construed in light of such factors and Boralex is under no obligation and expressly disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. Boralex has filed the notice of extension with the SEC and with Canadian securities regulators. The Fund's unitholders are strongly encouraged to read these and other documents filed with the SEC or Canadian securities regulators in their entirety when they become available, as they will contain certain important information. The Fund's unitholders will be able to obtain all documents filed by the Fund or Boralex with the SEC and Canadian securities regulators related to the tender offer for no charge at the SEC's website at www.sec.gov or at www.sedar.com.For further information: Mr. Marc Jasmin, Investor Relations, Boralex Inc., 514-231-2360, marc.jasmin@boralex.com