CALGARY,
AB, Sept. 26, 2023 /CNW/ - TransAlta
Renewables Inc. ("TransAlta Renewables" or the "Company") (TSX:
RNW) held its Special Meeting of Shareholders ("the Meeting") on
September 26, 2023. The purpose
of the Meeting was to seek shareholder approval in connection with
the previously announced definitive arrangement agreement (the
"Arrangement") whereby TransAlta Corporation ("TransAlta") will
acquire all of the issued and outstanding common shares of the
Company not already owned, directly or indirectly, by TransAlta and
certain of its affiliates. TransAlta Renewables shareholders
approved the Arrangement at the Meeting.
Voting Results
The total number of common shares represented by shareholders at
the Meeting and by proxy was 197,781,015, representing 74.11 per
cent of the Company's outstanding common shares. The votes by
ballot were received as follows:
|
Votes
For
|
Per
cent
|
Against
|
Per
cent
|
|
Includes shares voted
by TransAlta(i)
|
195,691,978
|
98.94
|
2,089,037
|
1.06
|
|
Excludes shares voted
by TransAlta(ii)
|
35,282,843
|
94.41
|
2,089,037
|
5.59
|
|
|
(i)
|
Includes an aggregate
of 160,409,135 shares voted by TransAlta, its affiliates and
certain other related parties. This satisfies the condition of the
approval by 66 2/3% of the votes cast by the Company's shareholders
present in person or by proxy at the Meeting.
|
|
(ii)
|
Excludes an aggregate
of 160,409,135 shares voted by TransAlta, its affiliates and
certain other related parties. This satisfies the condition
of the approval of the majority of the votes cast by the Company's
shareholders present in person or by proxy at the Meeting after
excluding the votes attached to the Company's shares that, to the
knowledge of the Company and its directors and senior officers,
after reasonable inquiry, are beneficially owned or over which
control or direction is exercised by TransAlta, the directors and
senior officers of TransAlta, any TransAlta shareholder holding
more than 10% of the issued and outstanding TransAlta common shares
and any other person who is an "interested party" or a "related
party" of an "interested party" in relation to the Company with
respect to the Arrangement within the meaning of Canadian
securities laws.
|
Under the terms of the Arrangement, shareholders of the Company
will receive for each common share of the Company either: (a)
1.0337 common shares of TransAlta ("TransAlta Shares"); or (b)
$13.00 in cash. The consideration
payable to the Company's shareholders is subject to pro-rationing
based on a maximum aggregate number of TransAlta Shares that may be
issued of 46,441,779 and a maximum aggregate amount of cash of
$800 million.
The transaction is expected to close on October 5, 2023 following receipt of the final
approval of the Court of King's Bench of Alberta with respect to the Arrangement.
TransAlta Renewables shares will be delisted from the Toronto Stock
Exchange (TSX) following the closing of the Arrangement.
About TransAlta Renewables
Inc.:
TransAlta Renewables is among the largest of any publicly
traded renewable independent power producers ("IPP") in
Canada. Our asset platform and
economic interests are diversified in terms of geography,
generation and counterparties and consist of interests in 26 wind
facilities, 11 hydroelectric facilities, eight natural gas
generation facilities, two solar facilities, one natural gas
pipeline, and one battery storage project, representing an
ownership interest of 2,965 megawatts of owned generating capacity,
located in the provinces of British
Columbia, Alberta,
Ontario, Québec, New Brunswick, the States of
Pennsylvania, New Hampshire,
Wyoming, Massachusetts, Michigan, Minnesota, Washington, North
Carolina, and the State of Western
Australia.
Cautionary Statement Regarding
Forward-Looking Information
This news release contains "forward-looking information",
within the meaning of applicable Canadian securities laws. In some
cases, forward-looking statements can be identified by terminology
such as "plans", "expects", "proposed", "will", "anticipates",
"develop", "continue", and similar expressions suggesting future
events or future performance. In particular, this news release
contains, without limitation, statements pertaining to the closing
date of the Arrangement. The
forward-looking statements contained in this news release are based
on many assumptions and are subject to a number of significant
risks, uncertainties and assumptions that could cause actual plans,
performance, results or outcomes to differ materially from current
expectations. Factors that may adversely impact what is expressed
or implied by forward-looking statements contained in this news
release include, but are not limited to: the completion and timing
of the closing of the Arrangement; the ability of the Company
to receive the necessary court approval; and other risks and
uncertainties discussed in the Company's materials filed with the
securities regulatory authorities from time to time and as also set
forth in the Company's and TransAlta's MD&A and Annual
Information Form for the year ended December
31, 2022. Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect the Company's
expectations only as of the date of this news release. The Company
disclaims any intention or obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Note: All financial figures are in Canadian dollars unless
otherwise indicated.
SOURCE TransAlta Renewables Inc