Pattern Energy Files Investor Presentation
February 24, 2020
Board Urges Stockholders to Vote “FOR” the Transaction with Canada Pension Plan Investment Board
SAN FRANCISCO, Feb. 24, 2020 /PRNewswire/ — Pattern Energy Group Inc. (Nasdaq and TSX: PEGI) (“Pattern Energy” or the “Company”) today filed an investor presentation highlighting that the Company’s pending transaction with Canada Pension Plan Investment Board (“CPP Investments”) is the best alternative for stockholders and reiterating that the Pattern Energy Board of Directors recommends that stockholders vote “FOR” the proposals related to the transaction at the upcoming Special Meeting on March 10, 2020.
The presentation can be found on the investor page of the Company’s website at https://investors.patternenergy.com/investor-relations.
Highlights of the presentation include:
- The $26.75 per share all-cash consideration provides significant, immediate and certain value.
- The offer is priced at the high end of valuation metrics and provides a significant premium to stockholders.
- The CPP Investments transaction pays stockholders full and fair value for management’s plan, including the execution of its development pipeline.
- It represents a 14.8% premium to Pattern Energy’s unaffected price on August 9, 2019, the last trading day prior to market rumors regarding a potential acquisition of the Company.
- Standalone, the Company has faced significant headwinds that led to it consistently trading at a discount to peers who all have financial sponsors.
- The Company’s standalone plan is based on a simple equation: Dividend and Growth.
- Without a financial sponsor or easy access to the equity market, Pattern Energy has been limited in its ability to pursue the acquisitions and development needed to sustain its dividend growth.
- Recent movements at peers, driven by M&A speculation at those companies, should not be simply extrapolated to Pattern Energy’s stock price.
- The market remains volatile and long-term sustainability of current price levels is uncertain, despite the sector seeing some of its highest-ever trading levels in recent history.
- The fundamentals have not changed. Absent this transaction, the Company will continue facing headwinds, which will require raising equity and possibly cutting the dividend.
- The premium transaction is a better alternative to the Company’s standalone plan.
- The Company would face the same issues that have affected its standalone plan since 2015, and it is likely that its relative trading discount and limited access to capital would persist and could worsen.
- All of the meaningful downside risks of the standalone plan will fall on Pattern Energy stockholders if the transaction is not approved.
- The robust process led by the Special Committee of the Board confirms this transaction provides the most value for Pattern Energy stockholders.
- The Special Committee met 21 times over 16 months and received a fairness opinion with respect to the CPP Investments transaction.
- It engaged and contacted the 10 most likely strategic and financial buyers as part of a thorough sale process.
- It conducted additional outreach to 16 parties during a post-signing “go-shop” period that did not result in a superior offer.
Pattern Energy’s Board unanimously recommends that stockholders vote “FOR” the transaction at the Special Meeting.
Pattern Energy continues to expect the transaction to close by the second quarter of 2020, subject to Pattern Energy stockholder approval and other customary closing conditions. The Company has received all regulatory approvals required to complete the transaction.
Evercore and Goldman Sachs & Co. LLC are acting as independent financial advisors to Pattern Energy’s Special Committee of the Board, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as independent legal counsel to the Special Committee of the Board.
If you have any questions about the special meeting or need assistance with voting procedures, you should contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Stockholders (Toll-Free): 1-888-750-5834
Banks and Brokers (Collect): 1-212-750-5833
About Pattern Energy
Pattern Energy Group Inc. (Pattern Energy) is an independent power company listed on the Nasdaq Global Select Market and Toronto Stock Exchange. Pattern Energy has a portfolio of 28 renewable energy projects with an operating capacity of 4.4 GW in the United States, Canada and Japan that use proven, best-in-class technology. For more information, visit www.patternenergy.com.
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Innisfree M&A Incorporated