MONTREAL, Sept. 27, 2019 (GLOBE NEWSWIRE) -- Valener Inc. (« Valener ») (TSX : VNR) (TSX : VNR.PR.A) the public investment vehicle in Énergir, L.P. today announces the completion of the previously announced acquisition of all of Valener’s issued and outstanding common shares (the “Common Shares”) and all of Valener’s issued and outstanding Cumulative Rate Reset Preferred Shares, Series A (the “Preferred Shares”) by Noverco Acquisition, Inc., a wholly-owned subsidiary of Noverco Inc. Pursuant to the statutory plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act, holders of Common Shares will receive $26.00 per Common Share in cash, without interest, and holders of Preferred Shares will receive $25.00 per Preferred Share in cash plus accrued and unpaid dividends, without interest.
Motions Filed
Two motions were filed before the Vermont Public Utility Commission (the “VPUC”) by the intervenors on September 24, 2019. The first motion is the “Intervenor’s motion for stay of the VPUC Initial Decision pending consideration of post-judgment motions and appeal” (the “Motion for Stay”) and the second motion is the “Intervenor’s motions pursuant to Rules 52 & 59” (the “Motion for Review”). The Motion for Stay requested that the VPUC stay its decision so as to prevent Noverco from going ahead with the Arrangement, while the Motion for Review requests that the VPUC’s decision be amended for additional findings and for a new hearing to take place. All parties involved presented arguments regarding the Motion for Stay as a result of a request made by the VPUC to hear both Noverco and the intervenor on September 26, 2019. Following this September 26, 2019 hearing, the VPUC denied the Motion to Stay and reiterated that its decision approving the Arrangement remains in full force and effect. As the VPUC order was the last of the regulatory closing conditions to be fulfilled, the parties closed the arrangement effective today as required, and in compliance with the Arrangement.
Receipt of the funds to pay the consideration
AST Trust Company (Canada) has confirmed receipt of all the necessary funds to proceed with the payment of the consideration that shareholders of Valener are entitled pursuant to the Arrangement. As such, AST Trust Company (Canada) will start the distribution of the consideration within the next few days.
Filing of the articles of arrangement
Following the announcement made on September 23, 2019, regarding the reception of the regulatory approval from the VPUC, a decision which has been reiterated as being effective on September 26, 2019, in accordance with the terms of the Arrangement, Valener filed the articles of arrangement with the Director of Corporations Canada. A certificate of arrangement has been issued to Valener, by Corporations Canada, on September 27, 2019. As such, the Effective Date of the Arrangement is September 27, 2019.
Termination of the dividend reinvestment plan
Valener had announced, on March 29, 2019, the suspension of its dividend reinvestment plan (“DRIP”). Given the closing of the Arrangement as of September 27, 2019 and according to the terms of the Arrangement, Valener confirms the immediate termination of the DRIP.
Payment of the Permitted Dividends
Since the Effective Date of the Arrangement is 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.
Shareholders with questions about submitting their letters of transmittal and share certificates and receiving the consideration to which they are entitled to can contact the depositary, AST Trust Company (Canada), at 1-800-387-0825, toll free in North America), or by email at inquiries@astfinancial.com.
Further information about the Arrangement is also set out in Valener’s Management Information Circular, which is available under Valener’s profile on SEDAR at www.sedar.com,
Statement made pursuant to Regulation 62-103 respecting the Early Warning System and Related Take-Over Bid and Insider Reporting Issues
Immediately before the conclusion of the Arrangement, Noverco was not the beneficial owner, directly or indirectly, of any share of Valener. Following the closing of the Arrangement, Noverco owns, indirectly, 100% of the issued and outstanding shares of Valener, meaning 43,345,192 common shares as of September 2019, representing 39,345,192 common shares and 4,000,000 preferred shares acquired pursuant to the Arrangement, which preferred shares were exchanged for 4,000,000 common shares in accordance with the terms of the Arrangement. The total amount of the transaction is $1,123,891,460. An early warning report regarding the transaction will be filed on SEDAR under Valener’s profile at www.sedar.com. To obtain a copy of the Early Warning Report, please contact Maxime Chagnon, at (514) 847-5493. The head office of Valener is located at 1717, du Havre St., Montreal (Quebec), H2K 2X3, and the head office of Noverco is located at A12‑1000 Place Jean-Paul-Riopelle, Montreal (Quebec), H2Z 2B3.
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
About Noverco
Noverco is a holding company that indirectly owns approximately 71% of Énergir, L.P., a natural gas distribution company operating in the province of Quebec with interests in subsidiary companies operating gas transmission, gas distribution and power distribution businesses in the Province of Quebec and the State of Vermont. Caisse de dépôt et placement du Québec, Fonds de solidarité FTQ, British Columbia Investment Management Corporation and Université du Québec Pension Plan, through TRENCAP L.P. own 61.1% of Noverco while Enbridge Inc. owns the remaining 38.9%.
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