TSX.V Symbol: "WND"
OTCQX Symbol: "WNDEF"
Issued and Outstanding: 69,022,637
VANCOUVER, Nov. 26, 2012 /CNW/ - Western Wind Energy Corp. - (the "Company" or "Western Wind") (TSX Venture Exchange - "WND")
(OTCQX - "WNDEF") today responds to a press release issued on November
23, 2012 by Brookfield Renewable Energy Partners L.P. ("Brookfield"),
which announced Brookfield's intention to make an offer to acquire all
of the outstanding common shares of Western Wind for cash consideration
of C$2.50 per share (the "Brookfield Offer").
On July 30, 2012, the Company announced that it would be seeking a buyer
for the Company and its assets, and that the board of directors of the
Company (the "Board") had established a special committee (the "Special
Committee"). On August 10, 2012, the Company announced that it had
engaged Rothschild (Canada) Inc. ("Rothschild") as its lead financial
advisor to manage and structure a comprehensive and efficient auction
process, with PI Financial Corp. ("PI Financial") engaged as a
co-advisor.
Several days after acquiring its interest in the Company,
representatives of Brookfield visited the Company and raised the
prospect of the Company entering into a bilateral agreement to sell the
Company to Brookfield with customary deal protections, including the
right of Brookfield to match other offers. Rather than have Brookfield
potentially stifle the auction process, the Company instead invited
Brookfield to join that process. Despite several attempts to
accommodate their requests, Brookfield refused to sign a customary
non-disclosure and standstill agreement that was entered into by other
auction participants. Brookfield did not return direct calls from the
Company and subsequently attended the AGM on September 25, 2012
together with members of the dissidents and their advisors.
On October 24, 2012, the Company announced that the auction process was
progressing as planned, with a limited number of bidders having been
invited to conduct a second round of very extensive due diligence, as
well as the addition of new participants as the proxy battle caused at
least 8 weeks of delay in the auction process due to the uncertainty
caused by a proxy battle.
The Company would like to highlight that some of the initial expressions
received from auction participants that are currently conducting due
diligence in the second round of the process, would imply a value
significantly greater than that which Brookfield intends to offer.
There is no guarantee that any of the initial expressions of interest
received by the Company will result in a formal offer being made or a
binding agreement being entered into at this time.
Consistent with its fiduciary duties and in consultation with its
financial and legal advisors, the Special Committee of independent
directors comprised of V. John Wardlow (Chair), Robert C. Bryce and
Claus Andrup is to review the Brookfield Offer, when formally made, and
make recommendations to the Board in respect of the Brookfield Offer
and other alternatives available to the Company upon the conclusion of
the auction process.
The Company cautions its shareholders that no action is required by
Western Wind shareholders at this time. The Company is in the process
of considering and evaluating the announcement, and shareholders are
urged to take no action until Western Wind has issued further
communication with respect to the announcement and the Brookfield
Offer.
Jeff Ciachurski, CEO of Western Wind Energy states "It is my personal opinion the Brookfield offer is too low, and I am
committed to obtaining a better price for the shareholders than
presently offered by Brookfield vis-a-vis a thorough sales process. We
are committed to a transparent, thorough and robust auction process.
Rothschild has been nothing short of first class in demonstrating
efficiency, integrity and professionalism. The Western Wind
shareholders deserve a complete process whereby the highest bids with
the greatest likelihood of execution are submitted to the
shareholders. The shareholders have voted for a thorough and
meaningful process that will maximize the results of the sales process.
The Brookfield offer is disruptive to a thorough sales process."
ABOUT WESTERN WIND ENERGY CORP.
Western Wind is a vertically integrated renewable energy production
company that owns and operates wind and solar generation facilities
with 165 net MW of rated capacity in production, in the States of
California and Arizona. Western Wind further owns substantial
development assets for both solar and wind energy in the U.S. The
Company is headquartered in Vancouver, BC and has branch offices in
Scottsdale, Arizona and Tehachapi, California. Western Wind trades on
the TSX Venture Exchange under the symbol "WND", and in the United
States on the OTCQX under the symbol "WNDEF".
The Company owns and operates three wind energy generation facilities in
California, and one fully integrated combined wind and solar energy
generation facility in Arizona. The three operating wind generation
facilities in California are comprised of the 120MW Windstar, the 4.5MW
Windridge facilities in Tehachapi, and the 30MW Mesa wind generation
facility near Palm Springs. The facility in Arizona is the Company's
10.5MW Kingman integrated solar and wind facility. The Company is
further developing wind and solar energy projects in California,
Arizona, and Puerto Rico.
ON BEHALF OF THE BOARD OF DIRECTORS
"SIGNED"
Jeffrey J. Ciachurski
President & Chief Executive Officer
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain statements that may be considered
"forward-looking statements, including the outcome of initial
expressions of interest received from, and the results of due diligence
investigations of, participants engaged in the Company's sale process,
the likelihood of a formal purchase offer being made by prospective
purchaser and, in the event the Company enters into a definitive sale
agreement with a prospective purchaser, the consummation of the sale
transaction and the value to shareholders of such a transaction.
Forward looking statements are statements that are not historical facts
and are generally, but not always, identified by the words "expects",
"plans", "anticipates", "believes", "intends", "estimates", "projects",
"potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although Western
Wind believes the expectations expressed in the forward-looking
statements are based on reasonable assumptions (including that the
Company is able to successfully identify a prospective purchaser in
connection with its previously-announced sales process, that it is able
to successfully negotiate, settle the terms of and enter into a
definitive agreement in respect of such sale and that it is able to
satisfy all conditions to the completion of the sale including receipt
of all applicable regulatory approvals including corporate,
governmental and regulatory approvals), such statements are not
guarantees of future performance and actual results may differ
materially from those contained in forward looking statements. Forward
looking statements are based on the beliefs, estimates and opinions of
Western Wind's management on the date the statements are made. Western
Wind undertakes no obligation to update these forward-looking
statements in the event that management's beliefs, estimates or
opinions, or other factors, should change, except as required by law.
SOURCE: Western Wind Energy