CALGARY, AB, Sept. 26, 2023 /CNW/ - TransAlta Renewables Inc. ("TransAlta Renewables" or the "Company") (TSX: RNW) held its Special Meeting of Shareholders ("the Meeting") on September 26, 2023. The purpose of the Meeting was to seek shareholder approval in connection with the previously announced definitive arrangement agreement (the "Arrangement") whereby TransAlta Corporation ("TransAlta") will acquire all of the issued and outstanding common shares of the Company not already owned, directly or indirectly, by TransAlta and certain of its affiliates. TransAlta Renewables shareholders approved the Arrangement at the Meeting.
The total number of common shares represented by shareholders at the Meeting and by proxy was 197,781,015, representing 74.11 per cent of the Company's outstanding common shares. The votes by ballot were received as follows:
Votes For | Per cent | Against | Per cent | |
Includes shares voted by TransAlta(i) | 195,691,978 | 98.94 | 2,089,037 | 1.06 |
Excludes shares voted by TransAlta(ii) | 35,282,843 | 94.41 | 2,089,037 | 5.59 |
(i) | Includes an aggregate of 160,409,135 shares voted by TransAlta, its affiliates and certain other related parties. This satisfies the condition of the approval by 66 2/3% of the votes cast by the Company's shareholders present in person or by proxy at the Meeting. |
(ii) | Excludes an aggregate of 160,409,135 shares voted by TransAlta, its affiliates and certain other related parties. This satisfies the condition of the approval of the majority of the votes cast by the Company's shareholders present in person or by proxy at the Meeting after excluding the votes attached to the Company's shares that, to the knowledge of the Company and its directors and senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by TransAlta, the directors and senior officers of TransAlta, any TransAlta shareholder holding more than 10% of the issued and outstanding TransAlta common shares and any other person who is an "interested party" or a "related party" of an "interested party" in relation to the Company with respect to the Arrangement within the meaning of Canadian securities laws. |
Under the terms of the Arrangement, shareholders of the Company will receive for each common share of the Company either: (a) 1.0337 common shares of TransAlta ("TransAlta Shares"); or (b) $13.00 in cash. The consideration payable to the Company's shareholders is subject to pro-rationing based on a maximum aggregate number of TransAlta Shares that may be issued of 46,441,779 and a maximum aggregate amount of cash of $800 million.
The transaction is expected to close on October 5, 2023 following receipt of the final approval of the Court of King's Bench of Alberta with respect to the Arrangement. TransAlta Renewables shares will be delisted from the Toronto Stock Exchange (TSX) following the closing of the Arrangement.
TransAlta Renewables is among the largest of any publicly traded renewable independent power producers ("IPP") in Canada. Our asset platform and economic interests are diversified in terms of geography, generation and counterparties and consist of interests in 26 wind facilities, 11 hydroelectric facilities, eight natural gas generation facilities, two solar facilities, one natural gas pipeline, and one battery storage project, representing an ownership interest of 2,965 megawatts of owned generating capacity, located in the provinces of British Columbia, Alberta, Ontario, Québec, New Brunswick, the States of Pennsylvania, New Hampshire, Wyoming, Massachusetts, Michigan, Minnesota, Washington, North Carolina, and the State of Western Australia.
This news release contains "forward-looking information", within the meaning of applicable Canadian securities laws. In some cases, forward-looking statements can be identified by terminology such as "plans", "expects", "proposed", "will", "anticipates", "develop", "continue", and similar expressions suggesting future events or future performance. In particular, this news release contains, without limitation, statements pertaining to the closing date of the Arrangement. The forward-looking statements contained in this news release are based on many assumptions and are subject to a number of significant risks, uncertainties and assumptions that could cause actual plans, performance, results or outcomes to differ materially from current expectations. Factors that may adversely impact what is expressed or implied by forward-looking statements contained in this news release include, but are not limited to: the completion and timing of the closing of the Arrangement; the ability of the Company to receive the necessary court approval; and other risks and uncertainties discussed in the Company's materials filed with the securities regulatory authorities from time to time and as also set forth in the Company's and TransAlta's MD&A and Annual Information Form for the year ended December 31, 2022. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company's expectations only as of the date of this news release. The Company disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Note: All financial figures are in Canadian dollars unless otherwise indicated.
SOURCE TransAlta Renewables Inc
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