BOSTON, Sept. 27, 2011 /PRNewswire/ -- Atlantic Power
Corporation (NYSE: AT) (TSX: ATP) ("Atlantic Power" or the
"Company") will hold a special meeting of shareholders to consider
and vote upon the issuance of common shares of Atlantic Power as
partial consideration for its acquisition of Capital Power Income,
L.P. ("CPILP"). The special meeting is scheduled to be held
on November 1, 2011 at 9:00 a.m. (ET) at The King Edward Hotel in
Toronto, ON. Atlantic Power
shareholders of record as of the close of business on October 3, 2011, will be entitled to notice of
the special meeting and the opportunity to vote on the matters to
be considered at the meeting.
Atlantic Power has filed preliminary proxy materials with the
U.S. Securities and Exchange Commission ("SEC") which contains
detailed information about the transaction and special meeting.
The definitive proxy statement is expected to be publicly
filed with the SEC and the Canadian Securities Administrators on
October 3, 2011. The Company
expects the transaction to close in early November.
In addition, the Company provided an update on approvals in
connection with the transaction.
Highlights
- SEC has completed its review of the definitive joint proxy
- U.S. FERC 203 approval granted
- Canadian Competition Act no-action letter received
- Early termination of waiting period under Hart-Scott Rodino Act
granted
"We are pleased to have set the date for our shareholder meeting
on November 1 keeping us on track for
a fourth quarter closing of the CPILP acquisition, coinciding with
our integration planning timeline," said Barry Welch, President and CEO of Atlantic
Power. "We have dates set for the outstanding approvals,
including Alberta court approval
of the plan of arrangement and shareholder and unitholder approvals
as outlined in the joint proxy circular. Our attention
continues to be focused on the successful transition and
integration of CPILP's assets and people into Atlantic Power, and
we look forward to bringing this transaction across the finish line
for our existing and prospective shareholders."
Capital Power Income L.P. Acquisition Overview
On June 20, 2011, Atlantic Power,
CPILP, CPI Income Services Ltd., the general partner of CPILP, and
CPI Investments Inc., a unitholder of CPILP that is owned by EPCOR
Utilities Inc. and Capital Power Corporation, entered into an
Arrangement Agreement (the "Arrangement Agreement"), which provides
that Atlantic Power will acquire, directly or indirectly, all of
the issued and outstanding CPILP units pursuant to a plan of
arrangement (the "Plan of Arrangement") under the Canada
Business Corporations Act. Under the terms of the Plan of
Arrangement, CPILP unitholders will be permitted to exchange each
of their CPILP units for, at their election, Cdn$19.40 in cash or 1.3 Atlantic Power common
shares. All cash elections will be subject to proration if total
cash elections exceed approximately Cdn$506.5 million and all share elections will be
subject to proration if total share elections exceed approximately
31.5 million Atlantic Power common shares. In connection with
Atlantic Power's acquisition of CPILP, CPILP will sell its
Roxboro and Southport facilities located in North Carolina (the "North Carolina Assets")
to an affiliate of Capital Power Corporation (TSX: CPX) ("Capital
Power"). The Transaction values the North Carolina Assets at
approximately Cdn$121 million. This
Transaction will have the effect of reducing the number of CPILP
units outstanding by approximately 6.2 million units.
The completion of the Plan of Arrangement is subject to the
receipt of all necessary court and regulatory approvals in
Canada and the United States and certain other closing
conditions. Atlantic Power and CPILP currently expect to complete
the Plan of Arrangement in early November, subject to receipt of
required shareholder/unitholder, court and regulatory approvals and
the satisfaction or waiver of conditions to the Plan of Arrangement
described in the Arrangement Agreement.
The definitive joint proxy statement/circular will be filed and
mailed on or about October 11, 2011,
on SEDAR at www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml
under "Atlantic Power Corporation" and on the Company's website.
See "Additional Information" below.
As a result of the Transaction, Atlantic Power will emerge as a
leading publicly traded, power generation and infrastructure
company with a well diversified portfolio of assets in the United States and Canada. The Transaction will increase the net
generating capacity of the Company's projects by 143% from 871 MW
to approximately 2,116 MW. The combined portfolio of assets will
consist of interests in 30 operational power generation projects
across 11 states and 2 provinces, one 53 MW biomass project under
construction in Georgia, and an
84-mile, 500 kilovolt electric transmission line located in
California. Atlantic Power will
remain headquartered in Boston and
will add offices in Chicago,
Toronto, and Richmond, B.C. Atlantic Power will be
adding personnel from Capital Power who have a strong track record
of managing, operating and maintaining CPILP's assets, allowing the
Company to have direct control across the vast majority of its
portfolio by taking advantage of the valuable expertise of its new
personnel.
The Transaction is expected to be immediately accretive to cash
available for distribution following the closing of the
Transaction. As a result, Atlantic Power intends to increase its
dividend by 5% from Cdn$1.094 per
share to Cdn$1.15 per share on an
annual basis following the closing of the Transaction. Atlantic
Power's dividend will continue to be paid monthly.
Additionally, in connection with the Transaction, the management
agreement between Capital Power and CPILP will be terminated (or
assigned to Atlantic Power) in consideration of a payment of
Cdn$10 million. Atlantic Power will
assume the management of CPILP and enter into a transitional
services agreement with Capital Power for a term of up to 12 months
following closing, that will facilitate the integration of CPILP
into Atlantic Power.
About Atlantic Power
Atlantic Power Corporation owns and operates a diverse fleet of
power generation and infrastructure assets in the United States. Our power generation
projects sell electricity to utilities and other large commercial
customers under long-term power purchase agreements, which seek to
minimize exposure to changes in commodity prices. Our power
generation projects in operation have an aggregate gross electric
generation capacity of approximately 1,948 megawatts in which our
ownership interest is approximately 871 MW. Our corporate
strategy is to generate stable cash flows from our existing assets
and to make accretive acquisitions to sustain our dividend payout
to shareholders, which is currently paid monthly at an annual rate
of Cdn$1.094 per share. Our
current portfolio consists of interests in 12 operational power
generation projects across nine states, one biomass project under
construction in Georgia, and an
84-mile, 500 kilovolt electric transmission line located in
California. Atlantic Power
also owns a majority interest in Rollcast Energy, a biomass power
plant developer with several projects under development.
Atlantic Power trades on the New York Stock Exchange under the
symbol AT, on the Toronto Stock Exchange under the symbol ATP and
has a market capitalization of approximately $1.0 billion. For more information, please
visit the Company's website at www.atlanticpower.com or
contact:
Atlantic Power Corporation
Barry Welch, President & Chief
Executive Officer
(617) 977-2700
info@atlanticpower.com
Copies of financial data and other publicly filed documents are
available on SEDAR at www.sedar.com or on EDGAR at
www.sec.gov/edgar.shtml under "Atlantic Power Corporation" or on
the Company's website.
Additional Information
This communication may be deemed to be solicitation materials
with respect to the Plan of Arrangement with CPILP. In
connection with the Plan of Arrangement, Atlantic Power has filed a
preliminary joint proxy statement/circular with the SEC. When
available, a definitive joint proxy statement/circular and forms of
proxy will be mailed to Atlantic Power shareholders and holders of
CPILP limited partnership units. The definitive joint proxy
statement/circular will contain important information about the
Plan of Arrangement and related matters. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/CIRCULAR AND ALL OTHER RELEVANT
MATERIALS THAT MAY BE FILED WITH THE SEC WHEN THEY BECOMES
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You will
be able to obtain the joint proxy statement/circular, as well as
other filings containing information about Atlantic Power and
CPILP, free of charge, at the website maintained by the SEC at
www.sec.gov, at the website maintained by the Canadian Securities
Administrators ("CSA") at www.sedar.com or at Atlantic Power's
website, www.atlanticpower.com or by writing Atlantic Power at the
following: Atlantic Power Corporation, 200 Clarendon Street, Floor
25, Boston, Massachusetts 02116,
or telephoning Atlantic Power at (617) 977-2400.
The respective directors and executive officers of Atlantic
Power and CPILP, and other persons, may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Atlantic Powers'
directors and executive officers is available in its definitive
proxy statement filed with the SEC on May 2,
2011, and information regarding CPILP's directors and
executive officers is available in its Annual Information Form
filed on March 11, 2011 at
www.sedar.com. These documents can be obtained free of charge from
the sources indicated above. Other information regarding the
interests of the participants in the proxy solicitation will be
included in the joint proxy statement/prospectus and other relevant
materials to be filed with the SEC and CSA when they become
available.
Cautionary Note Regarding Forward-looking Statements
To the extent any statements made in this news release contain
information that is not historical, these statements are
forward-looking statements within the meaning of Section 27A of the
U.S. Securities Act of 1933, as amended, and Section 21E of the
U.S. Securities Exchange Act of 1934, as amended and under Canadian
securities law (collectively, "forward-looking statements").
Certain statements in this news release may constitute
"forward-looking statements", which reflect the expectations of
management regarding the completion of the Plan of Arrangement,
future growth, results of operations, performance and business
prospects and opportunities of our Company and our projects.
These statements, which are based on certain assumptions and
describe our future plans, strategies and expectations, can
generally be identified by the use of the words "may," "will,"
"project," "continue," "believe," "intend," "anticipate," "expect"
or similar expressions that are predictions of or indicate future
events or trends and which do not relate solely to present or
historical matters. Examples of such statements in this press
release include, but are not limited, to statements with respect to
the expected benefits of the proposed combination transaction
between Atlantic Power and CPILP, and the entity resulting from
such combination, such as accretion, the ability to pay dividends,
enhanced cash flow, growth potential, market profile and financial
strength, the position of the combined company, and the expected
timing of the completion of the transaction.
Forward-looking statements involve significant risks and
uncertainties, should not be read as guarantees of future
performance or results, and will not necessarily be accurate
indications of whether or not or the times at or by which such
performance or results will be achieved. Please refer to the
factors discussed under "Risk Factors" in the Company's periodic
reports as filed with the Securities and Exchange Commission from
time to time for a detailed discussion of the risks and
uncertainties affecting our Company. Although the
forward-looking statements contained in this news release are based
upon what are believed to be reasonable assumptions, investors
cannot be assured that actual results will be consistent with these
forward-looking statements, and the differences may be material.
These forward-looking statements are made as of the date of
this news release and, except as expressly required by applicable
law, the Company assumes no obligation to update or revise them to
reflect new events or circumstances. The financial outlook
information contained in this news release is presented to provide
readers with guidance on the cash distributions expected to be
received by the Company and to give readers a better understanding
of the Company's ability to pay its current level of distributions
into the future. Readers are cautioned that such information
may not be appropriate for other purposes.
SOURCE Atlantic Power Corporation