Annuncio • Dec 06
Royal Aggregator LP, an affiliate of Northampton Capital Partners LLC completed the acquisition of 41.74% stake in Altius Renewable Royalties Corp. (TSX:ARR). Royal Aggregator LP, an affiliate of Northampton Capital Partners LLC entered into a definitive arrangement agreement to acquire 41.74% stake in Altius Renewable Royalties Corp. (TSX:ARR) for approximately CAD 150 million on September 12, 2024. Under the terms of the agreement, Royal Aggregator will acquire all of the issued and outstanding common shares of the Altius Renewable Royalties, other than the 58.3% shares owned by Altius Minerals, for a cash consideration of CAD 12 per share. Following completion of the transaction, Northampton Purchaser will hold 41.7% of the issued and outstanding ARR Shares and Altius Minerals will indirectly hold 58.3% of the issued and outstanding ARR shares, based on the settlement of ARR dilutive. Post completion, Altius Renewable Royalties expects to be delisted from the TSX. In case of termination of transaction, Northampton Capital Partners LLC will pay a termination fee of $6.75 million (CAD 9.17622 million) and seller will pay a termination fee of $6.75 million (CAD 9.17622 million).
The transaction is subject approval of offer by target shareholders, court and other approval, and other customary closing conditions. The Board of Directors of Altius Renewable Royalties Corp. formed a special committee for the transaction, based on the recommendation of which, the deal has been unanimously approved by the board. Shareholders holding approximately 81% of the ARR shares have entered into support agreements to vote in favor of the transaction. The transaction is expected to close in the fourth quarter of 2024. As of October 25, 2024, the hearing of the application for the final order is anticipated to take place before a justice of the Court of King’s Bench of Alberta on November 22, 2024. The transaction is expected to close on or around the end of November 2024. As of November 19, 2024, Altius Renewable announce that the shareholders of the Company have approved the transaction. As of December 2, 2024 Court of King’s Bench of Alberta has approved the application for the final order which approves statutory plan of arrangement pursuant to which Royal Aggregator LP will, among other things, acquire all of the issued and outstanding common shares of Altius Renewable Royalties Corp.
National Bank Financial Inc. acted as fairness opinion provider and financial advisor to the special committee of ARR. McCarthy Tétrault LLP and Pierce Atwood LLP acted as legal advisor to ARR. John Kaercher, Zahra Usmani, Matt Nadworny, Jennifer Wang, David Wheat and Adam Nguyen of Kirkland & Ellis LLP and Mintz LLP acted as legal advisor to Northampton. TSX Trust Company acted as transfer agent to Altius Renewable Royalties Corp.
Royal Aggregator LP, an affiliate of Northampton Capital Partners LLC completed the acquisition of 41.74% stake in Altius Renewable Royalties Corp. (TSX:ARR) on December 4, 2024. As a result of the completion of the Arrangement, the Common Shares are expected to be delisted
from the Toronto Stock Exchange within three business days of closing and no longer quoted on the OTCQX shortly thereafter. Annuncio • Dec 03
Altius Renewable Royalties to be No Longer Publicly Held and the Common Shares to be Delisted from the Toronto Stock Exchange and No Longer Quoted on the OTCQX Altius Renewable Royalties Corp. ('ARR' or the 'Company') announced on December 3, 2024 that the Court of King's Bench of Alberta has approved the application for the final order which approves the previously announced statutory plan of arrangement pursuant to which Royal Aggregator LP (the 'Purchaser'), an affiliate of Northampton Capital Partners, LLC ('Northampton'), will, among other things, acquire all of the issued and outstanding common shares of ARR (each a 'Common Share') other than the 17,937,339 Common Shares (representing approximately 58.092% of the outstanding Common Shares) owned directly or indirectly by Altius Minerals Corporation ('Altius Minerals'), for a price of CAD 12.00 in cash per Common Share (the 'Arrangement'), on and subject to the terms of the Arrangement Agreement between the Company and the Purchaser dated September 11, 2024 (the 'Arrangement Agreement'). As all of the conditions precedent have been satisfied or waived, the parties will proceed towards closing the Arrangement, following which ARR will no longer be publicly held and the Common Shares will be delisted from the Toronto Stock Exchange and no longer quoted on the OTCQX shortly thereafter. Annuncio • Nov 15
PenderFund Sends Letter to Altius Renewable Royalties On November 14, 2024, PenderFund Capital Management Ltd announced that it has sent a letter to Altius Renewable Royalties Corp detailing its concerns over a flawed process undertaken by the special committee to negotiate and approve the proposed take-private offer by Royal Aggregator LP, and filed its notice of intention to appear at the final order fairness hearing, re-affirms its intention to file its written objection and notice of dissent with respect to the transaction. In addition, PenderFund continues to urge the shareholders of the Company to vote against and to exercise dissent rights in respect of the Transaction. Annuncio • Sep 12
Altius Renewable Royalties Expects to be Delisted from the TSX Following Completion of the Transaction Altius Minerals Corporation (‘Altius’ or the ‘Corporation’) reported that its approximately 58% owned subsidiary, Altius Renewable Royalties Corporation has announced that it has entered into a definitive arrangement agreement with an affiliate of Northampton Capital Partners, LLC (‘Northampton’) whereby Northampton will, subject to customary closing conditions, acquire all of the issued and outstanding common shares of the company other than those indirectly owned by Altius by way of a statutory plan of arrangement for cash consideration of CAD 12 per share for total consideration of approximately CAD 162 million (the ‘Transaction’). Altius has entered into a voting support agreement to vote its shares in favour of the Transaction, subject to certain customary exceptions. Following completion of the Transaction, which is expected to occur in the fourth quarter of 2024, the company expects to be delisted from the TSX and cease to be a reporting issuer, and upon closing will be held by Altius and Northampton on an approximately 57%-43% respective ownership basis. Board Change • Sep 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. Independent Director Karen Clarke-Whistler was the last director to join the board, commencing their role in 2021. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Annuncio • Jul 18
Altius Renewable Royalties Corp. to Report Q2, 2024 Results on Aug 05, 2024 Altius Renewable Royalties Corp. announced that they will report Q2, 2024 results After-Market on Aug 05, 2024 Annuncio • Apr 19
Altius Renewable Royalties Corp. to Report Q1, 2024 Results on May 02, 2024 Altius Renewable Royalties Corp. announced that they will report Q1, 2024 results After-Market on May 02, 2024 Annuncio • Mar 09
Altius Renewable Royalties Corp., Annual General Meeting, May 22, 2024 Altius Renewable Royalties Corp., Annual General Meeting, May 22, 2024. New Risk • Mar 03
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$1.4m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$1.4m free cash flow). Revenue is less than US$1m. Annuncio • Jan 20
Altius Renewable Royalties Corp. to Report Q4, 2023 Results on Mar 06, 2024 Altius Renewable Royalties Corp. announced that they will report Q4, 2023 results After-Market on Mar 06, 2024 New Risk • Oct 26
New major risk - Revenue and earnings growth Earnings are forecast to decline by an average of 5.8% per year for the foreseeable future. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are expected to decline, then in most cases the share price will decline over time as well. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Earnings are forecast to decline by an average of 5.8% per year for the foreseeable future. Revenue is less than US$1m. Minor Risks Currently unprofitable and not forecast to become profitable next year (US$300k net loss next year). Shareholders have been diluted in the past year (16% increase in shares outstanding). New Risk • Oct 19
New minor risk - Profitability The company is currently unprofitable and not forecast to become profitable over the next year. Trailing 12-month net loss: US$271k Forecast net loss in 1 year: US$290k This is considered a minor risk. Companies that are not profitable are more likely to be burning through cash and less likely to be well established. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. Without profits, the company is under pressure to grow significantly while potentially having to reduce costs and possibly needing to take on debt or raise capital to remain afloat. Currently, the following risks have been identified for the company: Major Risk Revenue is less than US$1m. Minor Risks Currently unprofitable and not forecast to become profitable next year (US$290k net loss next year). Shareholders have been diluted in the past year (16% increase in shares outstanding). Breakeven Date Change • Oct 19
Forecast breakeven date moved forward to 2023 The 7 analysts covering Altius Renewable Royalties previously expected the company to break even in 2024. New consensus forecast suggests the company will make a profit of US$5.21m in 2023. Earnings growth of 87% is required to achieve expected profit on schedule. Annuncio • Oct 17
Altius Renewable Royalties Corp. to Report Q3, 2023 Results on Nov 06, 2023 Altius Renewable Royalties Corp. announced that they will report Q3, 2023 results After-Market on Nov 06, 2023 Breakeven Date Change • Mar 04
Forecast breakeven date pushed back to 2024 The 4 analysts covering Altius Renewable Royalties previously expected the company to break even in 2023. New consensus forecast suggests the company will make a profit of US$900.0k in 2024. Average annual earnings growth of 150% is required to achieve expected profit on schedule. Annuncio • Jan 26
Altius Renewable Royalties Corp. to Report Q4, 2022 Results on Mar 01, 2023 Altius Renewable Royalties Corp. announced that they will report Q4, 2022 results at 4:00 PM, US Eastern Standard Time on Mar 01, 2023 Board Change • Nov 16
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Independent Chairman Earl Ludlow is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Recent Insider Transactions • Sep 30
Independent Director recently bought €59k worth of stock On the 23rd of September, Andre Gaumond bought around 10k shares on-market at roughly €5.93 per share. This transaction amounted to 8.5% of their direct individual holding at the time of the trade. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought €237k more in shares than they have sold in the last 12 months. Recent Insider Transactions • Jun 15
Independent Director recently bought €62k worth of stock On the 13th of June, Andre Gaumond bought around 10k shares on-market at roughly €6.33 per share. This was the largest purchase by an insider in the last 3 months. Insiders have collectively bought €191k more in shares than they have sold in the last 12 months. Breakeven Date Change • May 09
Forecast breakeven date moved forward to 2022 The 5 analysts covering Altius Renewable Royalties previously expected the company to break even in 2023. New consensus forecast suggests the company will make a profit of US$1.38m in 2022. Earnings growth of 53% is required to achieve expected profit on schedule. Board Change • Apr 27
High number of new and inexperienced directors There are 4 new directors who have joined the board in the last 3 years. The company's board is composed of: 4 new directors. 1 experienced director. No highly experienced directors. Independent Chairman Earl Ludlow is the most experienced director on the board, commencing their role in 2019. The company’s lack of experienced directors is considered a risk according to the Simply Wall St Risk Model. Reported Earnings • Mar 05
Full year 2021 earnings: EPS in line with expectations, revenues disappoint Full year 2021 results: US$0.14 loss per share (up from US$0.15 loss in FY 2020). Net loss: US$3.42m (loss widened 73% from FY 2020). Revenue missed analyst estimates by 45%. Over the next year, revenue is forecast to grow 4,279% compared to a 36% decline forecast for the industry in Germany. Board Change • Dec 31
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. 1 experienced director. No highly experienced directors. Independent Chairman Earl Ludlow is the most experienced director on the board, commencing their role in 2019. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Reported Earnings • Nov 10
Third quarter 2021 earnings released: US$0.05 loss per share (vs US$0.021 loss in 3Q 2020) Third quarter 2021 results: Net loss: US$1.41m (loss widened 303% from 3Q 2020). Breakeven Date Change • Sep 23
Forecast to breakeven in 2023 The 6 analysts covering Altius Renewable Royalties expect the company to break even for the first time. New consensus forecast suggests the company will make a profit of US$2.75m in 2023. Average annual earnings growth of 69% is required to achieve expected profit on schedule. Executive Departure • Aug 06
Independent Director Judy Cotte has left the company On the 5th of August, Judy Cotte's tenure as Independent Director ended after less than a year in the role. As of March 2021, Judy still personally held only 3.60k shares (€26k worth at the time). Judy is the only executive to leave the company over the last 12 months. Reported Earnings • May 08
First quarter 2021 earnings released: US$0.01 loss per share (vs US$0.11 loss in 1Q 2020) First quarter 2021 results: Net loss: US$130.9k (loss narrowed 71% from 1Q 2020). Reported Earnings • Mar 29
Full year 2020 earnings released: US$0.15 loss per share (vs US$0.49 loss in FY 2019) Full year 2020 results: Net loss: US$1.98m (loss widened 31% from FY 2019).