TSX.V Symbol: "WND"
OTCQX Symbol: "WNDEF"
Issued and Outstanding: 70,475,306
VANCOUVER,
Jan. 24, 2013 /CNW/ - Western Wind
Energy Corp. - (the "Company" or "Western Wind") (TSX Venture
Exchange - "WND") (OTCQX - "WNDEF") wishes to advise of the
following disclosures with Brookfield.
On Thursday, January 17,
2013, Western Wind received a call from Rothschild, our
financial advisor, stating that their Chairman received a call from
a very senior official at Brookfield, requesting a meeting in
Toronto as soon as possible, to
discuss a revised increase in their bid.
A meeting was held in Toronto on the morning of Saturday, January 19, 2013 with the CFO of
Western Wind, Rothschild and four (4) members of Brookfield. In that six hour meeting,
Brookfield requested, and was
given, a very detailed and forensic look at the Yabucoa Project and
several other key financial matters. Western Wind delivered
the essential financial details in the same manner as it would, for
our lenders.
Following this disclosure, various ideas were
discussed by both parties, on how to increase the value of the
existing $2.50 bid by Brookfield. Suggestions made by all
parties included: increasing the bid as an all cash bid; increasing
the bid in two (2) components comprising of $2.75 cash plus spinning out our Kingman wind and solar production facility and
our Arizona development assets
into a separate Spinco; and lastly, an increased cash bid with a
series of contingency payments to pay additional payments to
Western Wind shareholders, based on completion of certain
milestones going forward.
After the conclusion of the meeting,
Brookfield said that they would
have a proposal delivered to Western Wind by the end of Sunday
night, as this was a condition for Western Wind attending to their
offices and giving up very detailed forensic information on
Yabucoa. It was also very important to get this new
information into the revised Supplementary Directors' Circular,
which was scheduled to be released on Monday, January 21, 2013.
On Sunday night, an email was sent by
Brookfield indicating that they
would not have anything by the evening of Sunday.
On Monday, January
21st, Western Wind issued its "no recommendation"
circular. Another email was sent from Brookfield stating that they would not have
anything ready by 2pm West Coast time
on Monday, which was past the printing and mailout deadline of our
Circular.
On January 22,
2013, an email was received stating that Brookfield was proposing $2.50 cash plus the 42 MW DC Yabucoa Project to
be spun out into a new public company and had requested that we
prepare a Heads of Agreement and an Exclusivity Agreement.
Western Wind management and its Special Committee began preparing
the documentation regarding some of the proposals presented by
Brookfield.
Due to the fact that Brookfield is a significant insider to the
Company, and has had access to the Company's very detailed
financial information that neither the public nor any other party
has, it was clearly a material obligation by the Board of Western
Wind, to release this update by way of a News Release, and to
change the "No Recommendation" to a "Rejection" because of the
impending new arrangements, which in any outcome, would be higher
than $2.50.
The CEO of Western Wind was not part of and did
not attended the meetings in Toronto or any subsequent discussions with
Brookfield. The Independent
Committee elected to send it's CFO to work with Brookfield and Rothschild.
On January 23,
2013, we received a letter from Brookfield stating that "Brookfield would issue its January 24th news release if Mr.
Ciachurski continued to be involved in the process and that if we,
as a Board, rejected the current outstanding $2.50 cash bid from Brookfield."
These two requests by Brookfield were moot. Firstly, Mr.
Ciachurski was not involved in any of the meetings with
Brookfield nor did Mr. Ciachurski
speak with any of the members from Brookfield, either as a whole or individually
during this process from the 17th. Mr. Ciachurski is also
excluded from any of the Independent Committee meetings.
Secondly, since Brookfield, as a
major insider, is proposing a bid greater than $2.50, the Board of Western Wind has a statutory
obligation to reject the preexisting $2.50 bid. That is a fundamental obligation
to keep it's shareholders informed.
At no time, was there ever a discussion with Mr.
Ciachurski or any member of Western Wind with Brookfield, regarding a bonus to meet or not
meet a $3.00 threshold. The
bonus that Brookfield refers to,
was in force for at least four years and predates by three years,
the published DAI valuation that was sent to the TSX valuing the
Company at $5.60 per share.
Mr. Ciachurski issued a "blackout trading order"
to all officers and directors, well in advance of the first
indicative bid. Any sales after that date were for tax
sales, required for compliance with the tax laws in both the US and
Canada.
Western Wind has been proceeding with the sales
process as efficiently as possible, given the difficulties of
having a significant insider making a hostile bid for the
Company. Regardless of Brookfield's refusal, as an insider, to have a
valuation performed, which keeps the process fair, Western Wind
staff and the Independent Committee have been working diligently to
accommodate the requests by Brookfield, of a revised offer. This
offer been stated by Brookfield's
CEO, several times.
Brookfield
continues to mischaracterize, discredit and interfere with Western
Wind's sincere attempt to sell the Company. The Western Wind
Board only wants the best value for its shareholders, and
Brookfield has shown that they are
only interested in doing what's best for Brookfield. From the start, they have
ignored the process and have shown nothing but contempt for our
shareholders. We are hopeful that our shareholders will see
through their ruse, and reject their strategies.
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"
Michael
Boyd
Chairman
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
Certain statements contained in this news
release may constitute forward-looking information under applicable
Canadian securities legislation. These statements relate to
future events and are prospective in nature. All statements
other than statements of historical fact may constitute
forward-looking statements or contain forward-looking information.
Forward-looking statements are often, but not always, identified by
the use of words such as "may", "will", "project", "predict",
"potential", "plan", "continue", "estimate", "expect", "targeting",
"intend", "could", "might", "seek", "anticipate", "should",
"believe" or variations thereof. Forward-looking information
may relate to management's future outlook and anticipated events or
results and may include statements or information regarding the
future plans or prospects of the Company.
Forward-looking information is based on certain
factors and assumptions regarding, among other things, the
Company's negotiations with prospective purchasers and the results
of due diligence investigations conducted by prospective
purchasers, the Company's ability to successfully negotiate
non-disclosure agreements with interested parties, the availability
of a financially superior offer, the Company's future growth,
results of operations, performance, business prospects and
opportunities as well as the economic environment in which it
operates. Several factors could cause actual results to
differ materially from those expressed in the forward-looking
statements, including, but not limited to: actions taken by the
Offeror or Brookfield Renewable, actions taken by the Western Wind
Shareholders in relation to the Offer, the possible effect of the
Offer on the Company's business, the outcome of the Company's
previously-announced sale process, the ability of the Company to
successfully negotiate non-disclosure agreements with interested
parties, and the availability of value-maximizing alternatives
relative to the Offer. Additional risks and uncertainties can
be found in the Company's MD&A for the year ended December 31, 2011 and the Company's other
continuous disclosure filings which are available at
www.sedar.com.
Forward-looking statements and forward-looking
information involve known and unknown risks, uncertainties and
other factors that may cause actual results or events to differ
materially from those anticipated. Forward-looking
information is subject to a variety of known and unknown risks,
uncertainties and other factors that could cause actual events or
results to differ from those reflected in the forward-looking
statements including, without limitation: the progress of Western
Wind's sales process, whether the Company is able to successfully
negotiate the terms of non-disclosure agreements with interested
parties, the results of due diligence investigations conducted by
interested parties, and, assuming the Company receives an
expression of interest, whether a financially superior offer for
Western Wind emerges, whether the Company is able to successfully
negotiate a prospective sales transaction and whether the
conditions of any proposed transaction, including receipt by the
Company of all necessary approvals, are met.
The Board of Directors believes that the
expectations reflected in the forward-looking statements contained
in this news release are reasonable, but no assurance can be given
that they will prove to be correct. Actual results and future
events may differ materially from those anticipated and accordingly
forward-looking statements should not be unduly relied upon.
Forward-looking statements contained in this document speak only as
of the date of this news release. Except as required by
applicable law, Western Wind disclaims any obligation to update any
forward-looking information.
SOURCE Western Wind Energy