Press release from Business Wire
Capstone Infrastructure's Acquisition of Renewable Energy Developers Receives Shareholder Approval
Wednesday, September 04, 2013
Capstone Infrastructure's Acquisition of Renewable Energy Developers Receives Shareholder Approval15:08 EDT Wednesday, September 04, 2013
TORONTO (Business Wire) -- Capstone Infrastructure Corporation (“Capstone”) (TSX:CSE) (TSX:CSE.PR.A) (TSX:CSE.DB.A) and Renewable Energy Developers Inc. (“ReD”) (TSX:RDZ) are pleased to announce that ReD and Capstone received, at their respective special meetings of shareholders held today, the required shareholder approvals for the previously announced plan of arrangement pursuant to which, among other things, Capstone will acquire all of the issued and outstanding common shares of ReD (the “Arrangement”).
At the meeting of Capstone shareholders, Capstone received shareholder approval for the issuance of Capstone common shares to securityholders of ReD pursuant to the Arrangement. Proxies were received from 37.8% of the outstanding Capstone common shares, with 98.9% of the shares represented by such proxies being voted in favour of the share issuances.
At the meeting of ReD shareholders, 38.3% of the eligible ReD common shares were voted, with 99.7% of the common shares being voted in favour of the Arrangement. In addition, the Arrangement was approved by a majority of the minority shareholders, as required by securities laws and the interim order of the court relating to the Arrangement.
Closing of the Arrangement is expected to occur within 30 days, subject to satisfaction of the conditions to the Arrangement, including receipt of regulatory approvals and certain third party consents.
Capstone Infrastructure Corporation
Capstone's mission is to build and responsibly manage a high quality portfolio of infrastructure businesses in Canada and internationally in order to deliver a superior total return to shareholders by providing reliable income and capital appreciation. Capstone's portfolio currently includes investments in gas cogeneration, wind, hydro, biomass and solar power generating facilities, representing approximately 370 MW of installed capacity, a 33.3% interest in a district heating business in Sweden, and a 50% interest in a regulated water utility in the United Kingdom. For more information, please visit www.capstoneinfrastructure.com.
Renewable Energy Developers Inc.
ReD is dedicated to the development, ownership and operation of renewable energy projects. Through project development efforts, acquisitions, partnerships and joint ventures, ReD provides its shareholders with income and growth from the renewable power generation sector of the energy industry. For more information, please visit www.red-inc.ca.
Notice to Readers
Certain information presented in this news release contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this news release. Forward-looking statements are provided for the purpose of presenting information about Capstone's and ReD's management's current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements use forward-looking words, such as “anticipate”, “continue”, “could”, “expect”, “may”, “will”, “estimate”, “plan”, “believe” or other similar words, and include, among other things, statements concerning the timing and implementation of the Arrangement, the integration of ReD and Capstone, growth of the combined entity, and the effect of development projects in ReD's pipeline on Capstone's cashflow. These statements are subject to known and unknown risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results. The forward-looking statements within this document are based on information currently available and what Capstone and ReD currently believe are reasonable assumptions, including the material assumptions set out in Capstone's and ReD's most recent interim and annual financial statements and management's discussion and analysis of the results of operations and the financial condition of Capstone and ReD filed on www.sedar.com.
Other potential material factors or assumptions that were applied in formulating the forward-looking statements contained herein include or relate to the following: that the Arrangement will be completed by the end of the third quarter of 2013; that the business and economic conditions affecting Capstone's and ReD's operations will continue substantially in their current state, including, with respect to industry conditions, general levels of economic activity, regulations, weather, taxes and interest rates; that there will be no material delays in ReD's power infrastructure development projects achieving commercial operation; that Capstone's and ReD's power infrastructure facilities will experience normal wind, hydrological and solar irradiation conditions, and ambient temperature and humidity levels; an effective TransCanada Pipeline gas transportation toll of approximately $1.95 per gigajoule in 2013; that there will be no material change in the level of gas mitigation revenue historically earned by Capstone's Cardinal facility; that there will be no material changes to Capstone's or ReD's facilities, equipment or contractual arrangements, no material changes in the legislative, regulatory and operating framework for Capstone's or ReD's businesses, no material delays in obtaining required approvals and no material changes in rate orders or rate structures for Capstone's or ReD's power infrastructure facilities, Capstone's Värmevärden business or Capstone's Bristol Water business, no material changes in environmental regulations for Capstone's and ReD's power infrastructure facilities, Värmevärden or Bristol Water and no significant event occurring outside the ordinary course of business; that the amendments to the regulations governing the mechanism for calculating the Global Adjustment (which affects the calculation of the direct customer rate escalator under the power purchase agreement (“PPA”) for the Cardinal facility and price escalators under the PPAs for the hydro power facilities located in Ontario) will continue in force; that there will be no material change to the accounting treatment for Bristol Water's business under International Financial Reporting Standards, particularly with respect to accounting for maintenance capital expenditures; that there will be no material change to the amount and timing of capital expenditures by Bristol Water; that there will be no material changes to the Swedish Krona to Canadian dollar and UK pound sterling to Canadian dollar exchange rates; and that Bristol Water will operate and perform in a manner consistent with the regulatory assumptions underlying Asset Management Plan 5, including, among others: real and inflationary increases in Bristol Water's revenue, Bristol Water's expenses increasing in line with inflation, and capital investment, leakage, customer service standards and asset serviceability targets being achieved.
Although Capstone and ReD believe that they have a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons, including: the conditions of the Arrangement not being satisfied; risks related to the integration of Capstone's and ReD's businesses; risks related to Capstone's securities (dividends on common shares and preferred shares are not guaranteed; volatile market price for Capstone's securities; shareholder dilution; and convertible debentures credit risk, subordination and absence of covenant protection); risks related to Capstone and ReD and their respective businesses (availability of debt and equity financing; default under credit agreements and debt instruments; geographic concentration; foreign currency exchange rates; acquisitions and development; environmental, health and safety; changes in legislation and administrative policy; and reliance on key personnel); risks related to Capstone's and ReD's power infrastructure facilities (PPAs; operational performance; fuel costs and supply; contract performance; land tenure and related rights; environmental; regulatory environment); risks related to Bristol Water (UK Water Services Regulation Authority (Ofwat) price determinations; failure to deliver capital investment programs; economic conditions; operational performance; failure to deliver water leakage target; service incentive mechanism and the serviceability assessment; pension plan obligations; regulatory environment; competition; seasonality and climate change; and labour relations); and risks related to Värmevärden (operational performance; fuel costs and availability; industrial and residential contracts; environmental; regulatory environment; and labour relations). Additional information regarding such risks and uncertainties is provided under the heading “Risk Factors” in the management information circular of Capstone dated August 2, 2013 and under the heading “The Arrangement – Risks Associated with the Arrangement” in the management information circular of ReD dated August 1, 2013 filed on www.sedar.com.
The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. The forward-looking statements within this news release reflect current expectations of Capstone and ReD as at the date of this document and speak only as at the date of this document. Except as may be required by applicable law, Capstone and ReD do not undertake any obligation to publicly update or revise any forward-looking statements.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale or issuance of these securities in any jurisdiction in which such offer, solicitation, issuance or sale would be unlawful.
This document is not an offer or invitation for the subscription or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of any investors. Before making an investment in Capstone or ReD, an investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary.
Capstone Infrastructure Corporation
Michael Smerdon, 416-649-1300
Executive Vice President and CFO
Renewable Energy Developers Inc.
Jeff Jenner, CA, CBV, 647-476-7580
President and Chief Executive Officer