ISS cites "attractive cash offer that represents a healthy premium" in endorsing the Arrangement
Shareholders are encouraged to vote well in advance of the proxy deadline of April 29, 2025 at 4:00 p.m. (Eastern Daylight Time)
Innergex Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416-304-0211 (Outside North America), or by email at assistance@laurelhill.com
LONGUEUIL, QC, April 9, 2025 /CNW/ - Innergex Renewable Energy Inc. (TSX: INE) ("Innergex" or the "Corporation") is pleased to announce that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisor, has issued a report recommending that common shareholders of Innergex ("Innergex Shareholders") vote FOR the previously announced plan of arrangement (the "Arrangement") with CDPQ. Under the terms of the Arrangement, Innergex Shareholders will receive $13.75 for each share of Innergex owned (other than those already held by CDPQ and its affiliates and the shares to be rolled over by certain members of senior management) (the "Consideration"). The Consideration represents a premium of 58% to the closing price of Innergex shares on the Toronto Stock Exchange on February 24, 2025 and approximately 80% to the 30-day volume weighted average share price on the TSX for the period ending on the same date, being the last trading day prior to the execution of the Arrangement Agreement.
Innergex logo (CNW Group/Innergex Renewable Energy Inc.)
In issuing its endorsement of the Arrangement to clients, ISS highlighted the "attractive cash offer that represents a healthy premium" while also finding the risk of non-approval unappealing due to economic and political issues. In addition to its analysis on the Arrangement, ISS also recommended Innergex Shareholders vote FOR all director nominees, the Corporation's advisory vote on executive compensation, and the appointment of the Auditors.
As an independent proxy advisory firm, ISS has approximately 3,400 clients including many of the world's leading institutional investors who rely on ISS' objective and impartial analysis to make important voting decisions.
Details of the Meeting
An annual and special meeting of shareholders (the "Meeting") is scheduled to be held in a virtual-only format on May 1, 2025 at 4:00 p.m. (Eastern Daylight Time) by live webcast at https://meetnow.global/MVGJCFQ.
The deadline for Innergex Shareholders to submit votes by proxy is Tuesday, April 29, 2025 at 4:00 p.m. (Eastern Daylight Time)
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendation made by the Special Committee and the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular carefully and in its entirety, and if assistance is required, to consult their financial, legal, tax or other professional advisors. The Circular has been mailed to Innergex Shareholders and is available on the SEDAR+ profile of Innergex at www.sedarplus.ca and at https://www.innergex.com/en/events/annual-and-special-meeting-of-shareholders.
In addition to the above, the holders of cumulative rate reset preferred shares, Series A of Innergex (the "Series A Preferred Shares") will also vote as a separate class at the Meeting to approve the acquisition of all of the outstanding Series A Preferred Shares at a price of $25.00 per share (plus all accrued and unpaid dividends and an amount in cash per Series A Preferred Share equal to the dividends that would have been payable in respect of such share until January 15, 2026, which is the next available redemption date).
Shareholder Questions and Voting Assistance
Innergex Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American Toll Free) or 1-416- 304-0211 (Outside North America), or by email at assistance@laurelhill.com.
About Innergex Renewable Energy Inc.
For 35 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 91 operating facilities with an aggregate net installed capacity of 3,737 MW (gross 4,693 MW), including 42 hydroelectric facilities, 36 wind facilities, 10 solar facilities and 3 battery energy storage facilities. Innergex also holds interests in 16 projects under development with a net installed capacity of 915 MW (gross 1,547 MW), 5 of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totaling 10,288 MW. Its approach to building shareholder value is to generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital. To learn more, visit innergex.com or connect with us on LinkedIn.
Cautionary Statement Regarding Forward-Looking Information
To inform readers of the Corporation's future prospects, this press release contains forward-looking information within the meaning of applicable securities laws ("Forward-Looking Information"), including statements relating to the Transaction, the ability to complete the transactions contemplated by the Arrangement Agreement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Transaction, the receipt of the required shareholder approvals, regulatory approvals and court approval and other customary closing conditions, the possibility of any termination of the Arrangement Agreement in accordance with its terms, and the expected benefits to the Corporation and its shareholders of the Transaction, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as "approximately", "may", "will", "could", "believes", "expects", "intends", "should", "would", "plans", "potential", "project", "anticipates", "estimates", "scheduled" or "forecasts", or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release.
Risks and uncertainties related to the transactions contemplated by the Arrangement Agreement include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, shareholder and court approvals and other conditions to the closing of the Transaction or for other reasons; the negative impact that the failure to complete the Transaction for any reason could have on the price of the Corporation's securities or on its business; CDPQ's failure to pay the consideration at closing of the Transaction; the failure to realize the expected benefits of the Transaction; the restrictions imposed on the Corporation while the Transaction is pending; the business of the Corporation may experience significant disruptions, including loss of clients or employees due to Transaction-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Corporation; the risk that legal proceedings may be instituted against the Corporation; significant transaction costs or unknown liabilities; and risks related to the diversion of management's attention from the Corporation's ongoing business operations while the Transaction is pending; and other risks and uncertainties affecting the Corporation. For more information on the risks and uncertainties, please refer to the "Forward-Looking Information" section of the Management's Discussion and Analysis for the year ended December 31, 2024.
Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in Forward-Looking Information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such Forward-Looking Information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on Forward-Looking Information, which speaks only as of the date made. The Forward-Looking Information contained in this press release represents the Corporation's expectations as of the date of this press release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Corporation disclaims any intention or obligation or undertaking to update or revise any Forward-Looking Information whether as a result of new information, future events or otherwise, except as required under applicable securities laws. All of the Forward-Looking Information contained in this press release is expressly qualified by the foregoing cautionary statements.
