Western Wind responds to announcement by Brookfield Renewable
Energy Partners L.P.
TSX.V Symbol: "WND"
OTCQX Symbol: "WNDEF"
Issued and Outstanding: 69,022,637
VANCOUVER,
Nov. 26, 2012 /CNW/ - Western Wind
Energy Corp. - (the "Company" or "Western Wind") (TSX Venture
Exchange - "WND") (OTCQX - "WNDEF") today responds to a press
release issued on November 23, 2012
by Brookfield Renewable Energy Partners L.P. ("Brookfield"), which
announced Brookfield's intention
to make an offer to acquire all of the outstanding common shares of
Western Wind for cash consideration of C$2.50 per share (the "Brookfield Offer").
On July 30, 2012,
the Company announced that it would be seeking a buyer for the
Company and its assets, and that the board of directors of the
Company (the "Board") had established a special committee (the
"Special Committee"). On August 10,
2012, the Company announced that it had engaged Rothschild
(Canada) Inc. ("Rothschild") as
its lead financial advisor to manage and structure a comprehensive
and efficient auction process, with PI Financial Corp. ("PI
Financial") engaged as a co-advisor.
Several days after acquiring its interest in the
Company, representatives of Brookfield visited the Company and raised the
prospect of the Company entering into a bilateral agreement to sell
the Company to Brookfield with
customary deal protections, including the right of Brookfield to match other offers. Rather
than have Brookfield potentially
stifle the auction process, the Company instead invited
Brookfield to join that
process. Despite several attempts to accommodate their
requests, Brookfield refused to
sign a customary non-disclosure and standstill agreement that was
entered into by other auction participants. Brookfield did not return direct calls from
the Company and subsequently attended the AGM on September 25, 2012 together with members of the
dissidents and their advisors.
On October 24,
2012, the Company announced that the auction process was
progressing as planned, with a limited number of bidders having
been invited to conduct a second round of very extensive due
diligence, as well as the addition of new participants as the proxy
battle caused at least 8 weeks of delay in the auction process due
to the uncertainty caused by a proxy battle.
The Company would like to highlight that some of
the initial expressions received from auction participants that are
currently conducting due diligence in the second round of the
process, would imply a value significantly greater than that which
Brookfield intends to offer.
There is no guarantee that any of the initial
expressions of interest received by the Company will result in a
formal offer being made or a binding agreement being entered into
at this time.
Consistent with its fiduciary duties and in
consultation with its financial and legal advisors, the Special
Committee of independent directors comprised of V. John Wardlow (Chair), Robert C. Bryce and Claus Andrup is to review the Brookfield Offer,
when formally made, and make recommendations to the Board in
respect of the Brookfield Offer and other alternatives available to
the Company upon the conclusion of the auction process.
The Company cautions its shareholders that no
action is required by Western Wind shareholders at this time. The
Company is in the process of considering and evaluating the
announcement, and shareholders are urged to take no action until
Western Wind has issued further communication with respect to the
announcement and the Brookfield
Offer.
Jeff Ciachurski, CEO of Western Wind Energy
states "It is my personal opinion the Brookfield offer is too low, and I am
committed to obtaining a better price for the shareholders than
presently offered by Brookfield
vis-a-vis a thorough sales process. We are committed to a
transparent, thorough and robust auction process. Rothschild
has been nothing short of first class in demonstrating efficiency,
integrity and professionalism. The Western Wind shareholders
deserve a complete process whereby the highest bids with the
greatest likelihood of execution are submitted to the
shareholders. The shareholders have voted for a thorough and
meaningful process that will maximize the results of the sales
process. The Brookfield offer is
disruptive to a thorough sales process."
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
"SIGNED"
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
This news release contains certain statements
that may be considered "forward-looking statements, including the
outcome of initial expressions of interest received from, and the
results of due diligence investigations of, participants engaged in
the Company's sale process, the likelihood of a formal purchase
offer being made by prospective purchaser and, in the event the
Company enters into a definitive sale agreement with a prospective
purchaser, the consummation of the sale transaction and the
value to shareholders of such a transaction. Forward looking
statements are statements that are not historical facts and are
generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or
conditions "will", "would", "may", "could" or "should" occur.
Although Western Wind believes the expectations expressed in the
forward-looking statements are based on reasonable assumptions
(including that the Company is able to successfully identify a
prospective purchaser in connection with its previously-announced
sales process, that it is able to successfully negotiate, settle
the terms of and enter into a definitive agreement in respect of
such sale and that it is able to satisfy all conditions to the
completion of the sale including receipt of all applicable
regulatory approvals including corporate, governmental and
regulatory approvals), such statements are not guarantees of future
performance and actual results may differ materially from those
contained in forward looking statements. Forward looking statements
are based on the beliefs, estimates and opinions of Western Wind's
management on the date the statements are made. Western Wind
undertakes no obligation to update these forward-looking statements
in the event that management's beliefs, estimates or opinions, or
other factors, should change, except as required by law.
SOURCE Western Wind Energy