Atlas Pearls Ltd T.ATP

Sale is Approved

[alkhor]

Not sure what will happen with the convertable debentures. They may just roll over to the new owners.

DEDHAM, Mass., April 7, 2021 /CNW/ -- Atlantic Power Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power" or the "Company") announced that, at today's special meetings of common shareholders ("Common Shareholders") of Atlantic Power and preferred shareholders ("Preferred Shareholders") of Atlantic Power Preferred Equity Ltd. ("APPEL"), shareholders voted to approve the previously announced proposed transaction among Atlantic Power, APPEL, Atlantic Power Limited Partnership and certain affiliates (collectively the "Purchasers") of infrastructure funds managed by I Squared Capital Advisors (US) LLC (the "Transaction"). Upon closing of the Transaction, all of the common shares of Atlantic Power ("Common Shares") will be acquired for US$3.03 in cash per Common Share (less applicable withholdings) and all of the preferred shares of APPEL ("Preferred Shares") will be acquired for C$22.00 in cash per Preferred Share (less applicable withholdings).

The Transaction was approved by approximately 87% of the votes cast by Common Shareholders (in excess of the required percentage of votes cast of 66 2 / 3 %) and approximately 74% of the votes cast by Preferred Shareholders (in excess of the required percentage of votes cast of 66 2 / 3 %). In addition, approximately 78% of the votes cast by Preferred Shareholders were voted in favor of the proposed continuance of APPEL under the laws of the Province of British Columbia (in excess of the required percentage of votes cast of 66 2 / 3 %). Additional details regarding the voting results from the meetings will be filed on SEDAR and EDGAR.

Atlantic Power also announced today that the parties intend to close the Transaction without the approval of the holders of the Company's 6.00% Series E convertible unsecured subordinated debentures due January 31, 2025 (the "Convertible Debentures") since less than two-thirds of the votes cast to date by holders of Convertible Debentures have been in favor of the Transaction. Atlantic Power and the Purchasers are currently working though the steps required to close the Transaction without the approval of holders of Convertible Debentures, while still offering the benefit of the "make whole premium" contemplated by the indenture governing the Convertible Debentures. Additional details will be provided once these steps are substantially finalized.

In the interim, Atlantic Power, with the consent of the Purchasers, is adjourning the meeting of holders of its Convertible Debentures (the "Debentureholder Meeting") currently scheduled to be held at 12:00 p.m. ( Toronto time) on April 7, 2021 until 10:00 a.m. ( Toronto time) on April 15, 2021 . Holders of Convertible Debentures are urged to submit their proxies or voting instructions well in advance of the revised proxy cut-off time of 10:00 a.m. ( Toronto time) on April 13, 2021 . Unless a sufficient number of Convertible Debentures are voted in favor of the Transaction as currently structured, it is expected that the adjourned Debentureholder Meeting will be cancelled and the condition precedent to the Transaction that the holders of the Convertible Debentures approve the Transaction will be mutually waived.

At this time, the Transaction remains subject to the satisfaction or waiver of certain conditions, including court approval of the Transaction, certain remaining regulatory approvals and third-party consents, approval of the Transaction by holders of Convertible Debentures, and other customary closing conditions. As previously disclosed, the Transaction has already received certain required regulatory approvals, including an advance ruling certificate from the Canadian Commissioner of Competition under the Competition Act ( Canada ) on February 5, 2021 , the expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 on March 9, 2021 , and the approval of the Federal Energy Regulatory Commission on April 2, 2021 . The parties currently expect to close the Transaction in the second quarter of 2021.

RBC Dominion Securities Inc. and Kingsdale Advisors have been retained as joint solicitation agents in connection with the Debentureholder Meeting. Questions concerning the Debentureholder Meeting should be directed to RBC Dominion Securities Inc., by telephone at 1-877-381-2099 (toll-free) or by email at [e-mail] , or to Kingsdale Advisors by telephone at 1-866-229-8263 (toll free in North America ) or 416-867-2272 (collect outside North America ), by facsimile at 1-866-545-5580 or by email at [e-mail] .