Valener Announces That it Has Received the Approval of the Vermont Public Utility Commission and Announces the Imminent Filing of the Articles of Arrangement
MONTREAL, Sept. 23, 2019 (GLOBE NEWSWIRE) -- Valener Inc. (<< Valener >>) (TSX : VNR) (TSX : VNR.PR.A) the public investment vehicle in nergir, L.P. today announced that following the regulatory approval process led by Noverco Acquisition, Inc. (the "Acquirer") before the Vermont Public Utility Commission ("VPUC"), the VPUC has given its approval to the Acquirer, a wholly-owned subsidiary of Noverco Inc., to proceed with the acquisition of all of the issued and outstanding common shares and all of the issued and outstanding preferred shares of Valener (the "Transaction"). The parties are now authorized to complete the Transaction pursuant to the terms of the arrangement agreement publicly announced on March 27, 2019 (the "Arrangement").
Following the evidentiary hearing that took place on July 23, 2019 and the review of the Transaction, the VPUC, in a binding decision, concluded that the "proposed acquisition by Noverco Inc. of an additional indirect ownership interest in Vermont Gas System Inc., Green Mountain Power Corporation ("GMP") and subsidiaries of GMP will promote the public good and is approved by the Commission pursuant to 30 V.S.A. 107."
Filing of Articles of Arrangement with the Director of Corporations Canada
Obtaining the VPUC approval for the Acquirer represented the last condition of a regulatory nature required to close the Transaction.
Therefore, pursuant to the terms of the Arrangement, Valener will file within five business days the articles of arrangement with the Director of Corporations Canada as required under Section 192 of the Canada Business Corporations Act, which means closing is scheduled to occur on or before September 27, 2019, at 12:01 a.m..The effective date of the Transaction, which is the date that will appear on the certificate of arrangement issued by the Director of Corporations Canada pursuant to applicable legislation (the "Certificate"), will be confirmed in a subsequent press release once the Certificate has been received by Valener. The registered common shareholders and preferred shareholders must send in the certificates representing the common shares and preferred shares of Valener they hold, as the case may be, and complete, sign, and send in the letter of transmittal that was delivered to them along with any other document in preparation of the special meeting of the shareholders of Valener that was held on June 11, 2019 in order to receive the consideration to which they are entitled. The common shareholders and preferred shareholders that have not sent in their share certificates and letter of transmittal are reminded to do so as soon as possible.
Shareholders who have lost or misplaced the letter of transmittal may get in touch with AST Trust Company (Canada) by phone, toll free, at 1-800-387-0825, or by email at inquiries@astfinancial.com in order to obtain a new copy of the letter of transmittal. If a certificate representing common or preferred shares has been lost, stolen or destroyed, the letter of transmittal should be completed as fully as possible and forwarded, together with an affidavit by the person claiming such certificate to be lost, stolen or destroyed, to AST Trust Company (Canada). AST Trust Company (Canada) and/or the registrar and transfer agent for the common and preferred shares will respond with the replacement requirements in order for shareholders to receive their entitlement.
The common shareholders and preferred shareholders that send in their share certificates and letter of transmittal can expect to receive, from AST Trust Company (Canada), the consideration they are entitled to pursuant to the Arrangement.
Valener has requested that its common shares and preferred shares be delisted from the Toronto Stock Exchange and Valener expects that the delisting will be done in the coming days. Valener has also requested that it cease to be a reporting issuer in all Canadian provinces pursuant to applicable securities law regulation.
Payment of the Permitted Dividends
Since the Effective Date of the Arrangement is scheduled to be before September 30, 2019, being the next reference date established in order to determine the registered common shareholders that are entitled to receive the dividend declared on August 7, 2019, the Acquirer will be the sole common shareholder registered as of the close of business on September 30, 2019 and will have the right to receive this dividend. As for preferred shareholders, the preferred share consideration will be increased by an amount equal to all accrued and unpaid dividends up to but excluding the effective date of the Arrangement.
About Valener
Valener is a public company which serves as the public investment vehicle in nergir, L.P. Through its investment in nergir, L.P., Valener offers its shareholders a solid investment in a diversified and largely regulated energy portfolio in Qubec and Vermont. As a strategic partner, Valener, on the one hand, contributes to nergir, L.P.'s growth, and on the other, invests in wind power production in Qubec alongside nergir, L.P. Valener favours energy sources and uses that are innovative, clean, competitive and profitable. Valener's common shares and preferred shares are listed on the Toronto Stock Exchange under the "VNR" symbol for common shares and under the "VNR.PR.A" symbol for Series A preferred shares. www.valener.com
Forward-looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts included in this press release, including, without limitation, statements regarding the anticipated timing for completion and the outcome of the Arrangement, may constitute forward-looking statements within the meaning of the Canadian securities legislation and regulations. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar terminology. Although Valener believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct.
In respect of the forward-looking statements and information concerning the outcome of the Arrangement, Valener has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement including that there be no material adverse effect and other expectations and assumptions concerning the Arrangement. Forward-looking statements are provided for the purpose of assisting investors and others in understanding certain key elements of Valener's objectives, strategic priorities, management's current expectations and plans, and in obtaining a better understanding of Valener's business and anticipated operating environment as at and for, the periods ended on certain dates and the reader is cautioned that such statements may not be appropriate for other purposes. Investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the Arrangement include the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. Readers are cautioned that the foregoing list of factors is not exhaustive. For more information on the risks and uncertainties that could cause Valener's actual results to differ materially from current expectations, and about material factors or assumptions applied in making forward-looking statements, please also refer to Valener's public filings available at www.sedar.com. In particular, further details and descriptions of these and other factors are disclosed in the "Risks Factors" section of Valener's management information circular dated April 24, 2019.
The forward-looking statements in this Press Release reflect Valener's expectations as at the date hereof, and are subject to change after this date. Valener expressly disclaims any obligation or intention to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by the applicable securities laws.
For additional information:
Investors and analysts Media Gabrielle Ricard Catherine Houde 514 598-3593 1-866-598-3449 investisseurs@valener.com communications@valener.com ------------------------- -------------------------------------------- Twitter : @Energir_ -------------------------------------------- www.energir.com/fr/a-propos/medias/nouvelles --------------------------------------------
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