공시 • 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. 공시 • 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. 공시 • 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. 공시 • 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. 공시 • 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 
