MONTRÉAL, April 17, 2019 (GLOBE NEWSWIRE) -- Valener Inc. (“Valener” or the “Company”) (TSX: VNR) (TSX: VNR.PR.A), the public investment vehicle in Énergir, L.P., announces today that it obtained an interim order from the Québec Superior Court (the “Interim Order”), pursuant to which, among other things, Valener is authorized to hold and conduct a special meeting (the “Meeting”) where holders of common shares and holders of preferred shares of Valener (together, the “Shareholders”), voting separately, will be asked to approve the arrangement announced on March 27, 2019 (the “Arrangement”) involving Valener and Noverco Inc., the controlling partner of Énergir, L.P.
The board of directors of Valener has unanimously determined that the Arrangement is in the best interests of Valener and unanimously recommends that the Shareholders, for the reasons set out in a management proxy circular that will be finalized and published in the coming days, vote FOR the special resolutions to approve the Arrangement.
Pursuant to the Interim Order, the Meeting will take place on June 11, 2019, at 10 A.M. (Montreal time) at the Omni Mont-Royal hotel, 1050 Sherbrooke Street West, Montreal (Québec), Salon Printemps.
The record date for the Meeting has been set to April 17, 2019 and only the Shareholders of record on that date will receive a notice of meeting and will be entitled to vote.
The management proxy circular prepared for the Meeting will be filed on www.sedar.com on or around April 24, 2019 and will provide information, including information regarding the Arrangement and the voting procedure. The Circular will also be sent by mail in the following days.
Completion of the Arrangement is conditional upon approval of at least 66⅔% of the votes cast by the common shareholders at the Meeting and a majority of the votes cast by the common shareholders at the Meeting, excluding the votes relating to common shares owned by persons mentioned at section 8.1 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Completion of the Arrangement is also conditional upon satisfaction of other customary conditions including regulatory approvals in the United States and the issuance of a final order by the Québec Superior Court. As it will be described in further detail in the Circular, the implementation of the Arrangement is not conditional on its approval by preferred shareholders.
Valener has retained D.F. King Canada to act as proxy solicitation agent and to respond to inquiries from shareholders. A shareholder that has questions regarding the Arrangement and the voting of his or her shares may contact AST Trust Company (Canada) by toll-free telephone in North America at 1-888-483-4365.
About Valener
Valener is a public company which serves as the public investment vehicle in Énergir, L.P. Through its investment in Énergir, L.P., Valener offers its shareholders a solid investment in a diversified and largely regulated energy portfolio in Québec and Vermont. As a strategic partner, Valener, on the one hand, contributes to Énergir, L.P.’s growth, and on the other, invests in wind power production in Québec alongside Énergir, 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
The information in this press release includes certain forward-looking statements. These forward-looking statements are subject to risks and uncertainties. More particularly and without limitation, this press release contains forward-looking statements and information concerning: the anticipated benefits of the Arrangement to Valener’s shareholders; the anticipated receipt of required regulatory, court and shareholder approvals for the transaction; the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; the mailing of the management information circular; and the anticipated timing of the closing of the Arrangement. Forward-looking statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, ongoing objectives, strategies and outlook for Valener. Forward-looking statements may in some cases be identified by words such as “will,” “plans,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should” or the negative of these terms, or similar expressions. Except as required by applicable securities laws, forward looking statements speak only as of the date on which they are made and Valener undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
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 Valener and Noverco to obtain necessary shareholder, regulatory and court approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the 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.
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