TSX.V Symbol: "WND"
OTCQX Symbol: "WNDEF"
Issued and Outstanding: 70,462,806
VANCOUVER,
Jan. 28, 2013 /CNW/ - Western Wind
Energy Corp. - (the "Company" or "Western Wind") (TSX Venture
Exchange - "WND") (OTCQX - "WNDEF") announces that it has made a
formal application to the Ontario Securities Commission (the "OSC")
requesting that the OSC make orders requiring that WWE Equity
Holdings Inc., an indirect subsidiary of Brookfield Renewable
Energy Partners L.P. (together, "Brookfield") prepare and disclose
the results of a formal valuation in compliance with Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The application is made in
respect of Brookfield's offer (the
"Offer") to Western Wind shareholders to purchase all of the issued
and outstanding shares of Western Wind.
The OSC has not yet set a hearing date. The
Company expects that any such hearing will not be scheduled before
the expiry date of the Offer. There is no guarantee that the OSC
will make the orders requested by the Company.
"We want our shareholders to be treated
equitably. Therefore, after having discussions with the OSC on this
issue over the past several weeks, we have now formally applied to
the OSC to require an independent valuator to carry out a valuation
of Western Wind shares. With a valuation in hand, our shareholders
will be able to make an informed decision," said Mr.
Ciachurski.
"Shareholders are also reminded that our
auction process is still underway and we are continuing to pursue
options that will maximize full value for shareholders. We are
confident in our endeavours to obtain a better price. Either
Brookfield plays by the rules and
obtains a shareholder supported transaction based on a publicly
disclosed valuation or our assets will be sold to selected
purchasers who obtain shareholder approval" concluded Mr.
Ciachurski.
Background to the OSC Application
The Offer constitutes an "insider bid" for the
purposes of MI 61-101, since Brookfield and its affiliates hold more than
10% of the issued and outstanding common shares of the Company.
MI 61-101 requires, among other things, that a
formal valuation of the securities that are the subject of an
insider bid be prepared by an independent valuator and filed with
the applicable securities regulatory authority and that a summary
of the formal valuation be included in the take-over bid circular
in respect of the insider bid (the "Valuation Requirement"),
subject to certain exemptions. The purpose of the Valuation
Requirement is to level the playing field for minority shareholders
when transactions are proposed in which insiders like Brookfield have an advantage over minority
shareholders by virtue of increased access to information.
Brookfield is
relying on an exemption from the Valuation Requirement on the basis
that neither Brookfield nor any of
its joint actors has, or has had within the preceding twelve
months, any board or management representation in respect of the
Company, or has knowledge of any material information concerning
the Company or its securities that has not been generally disclosed
(the "Valuation Exemption").
However, due to the fact that Brookfield and its affiliates have knowledge
of material, non-public and confidential information about the
business and affairs of the Company, Western Wind is of the view
that Brookfield is not entitled to
rely on the Valuation Exemption and that a formal valuation of
Western Wind shares should therefore be obtained in accordance with
MI 61-101.
The Company believes that a formal valuation
will benefit all shareholders by allowing them to assess the price
offered by Brookfield relative to
the fair market value of Western Wind shares as determined by an
independent valuator.
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
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 outcome
of a hearing before the OSC, if such hearing occurs, the results of
a valuation, if obtained by Brookfield , and the availability of a
financially superior offer,. Several factors could cause
actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to: the
outcome of a hearing before the OSC, if such hearing occurs, the
results of a valuation, if obtained by Brookfield, may not be as anticipated by the
Company, actions taken by Brookfield, 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, 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 risk that the outcome
of a hearing before the OSC will not be in the Company's favor, the
results of the valuation, if obtained by Brookfield, will not be as anticipated by the
Company, the progress of Western Wind's sales process, and,
assuming the Company receives an expression of interest from a
prospective purchaser, 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 Company 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