공시 • Oct 07
TransAlta Corporation (TSX:TA) completed the acquisition of remaining 39.9% stake in TransAlta Renewables Inc. (TSX:RNW) from TortoiseEcofin Investments, LLC and others.
TransAlta Corporation (TSX:TA) entered into a definitive arrangement agreement to acquire remaining 39.9% stake in TransAlta Renewables Inc. (TSX:RNW) from TortoiseEcofin Investments, LLC and others for CAD 1.3 billion on July 10, 2023. The total consideration paid to RNW Shareholders is valued at CAD 1,384,051,812 on July 10, 2023, of which CAD 800 million will be paid in cash. Under the terms of the Agreement, each RNW Share will be exchanged for, at the election of each holder of RNW Shares ("RNW Shareholders"): 1.0337 common shares of TransAlta (each, a "TransAlta Share"), or CAD 13.00 in cash. The consideration payable to RNW Shareholders is subject to pro-rationing based on a maximum aggregate number of TransAlta Shares that may be issued to RNW Shareholders of 46,441,779, representing approximately 15% of the total number of outstanding TransAlta Shares after giving effect to the arrangement and a maximum aggregate amount of cash of CAD 800 million. The agreement provides for, among other things, a non-solicitation covenant of RNW, subject to a customary "fiduciary out" provision that entitles RNW to consider and accept a superior proposal if TransAlta does not match the superior proposal within a five-business day period. If the Agreement is terminated in certain circumstances, including if RNW enters into an agreement with respect to a superior proposal, TransAlta is entitled to a termination payment of CAD 95.4 million.
In addition to the required approvals of RNW Shareholders, closing of the Arrangement is also subject to obtaining the approval of the Court of King's Bench of Alberta, required regulatory approvals, TransAlta Shares to be issued to the holders of Renewables Shares pursuant to this Agreement shall have been authorized for listing on the NYSE and the TSX, holders of not more than 10% of the issued and outstanding Renewables Shares not owned by TransAlta shall have exercised Dissent Rights in relation to the Arrangement, all other third party waivers or approvals required in connection with the consummation of the Arrangement shall have been provided or obtained and other customary closing conditions. If all approvals are received and other closing conditions satisfied, the arrangement is expected to be completed early in the fourth quarter of 2023. After considering, among other things, the recommendation of the RNW Special Committee and its receipt of the RNW Opinions and the Formal Valuation, the RNW Board (with four directors who are not independent abstaining) unanimously determined that the Arrangement is in the best interests of RNW and is fair to the RNW shareholders (without consideration to TransAlta and any affiliate thereof), approved the execution and delivery of the Agreement and unanimously recommends that RNW Shareholders vote in favour of the Arrangement. After considering, among other things, the TransAlta Fairness Opinion, the TransAlta Board determined that the Arrangement is in the best interests of TransAlta and approved the execution and delivery of the Agreement. Leading independent proxy advisory firms, Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), have recommended that shareholders vote FOR the agreement. As per the filling on August 3, 2023, the transaction is expected to close in early October 2023. As of September 26, 2023, TransAlta Renewables shareholders approved the Arrangement at the Meeting for the acquisition. The transaction is expected to close on October 5, 2023.
National Bank Financial Inc. and TD Securities Inc., acting as independent financial advisors and fairness opinion providers to the RNW Special Committee. Leland Corbett and Benjamin Hudy of Stikeman Elliott LLP acting as legal advisors to the RNW Special Committee. RBC Dominion Securities Inc. (RBC Capital Markets), acting as financial advisor to TransAlta. Justin Ferrara and Kassy Corothers of Norton Rose Fulbright Canada LLP acting as legal advisors to TransAlta. Computershare Investor Services Inc. acted as depositary to RNW. RNW has engaged Kingsdale Advisors as strategic shareholder advisor and proxy solicitation agent and will pay fees of approximately CAD 100,000 to Kingsdale for the proxy solicitation service. TransAlta's transfer agent and registrar for the TransAlta Shares is Computershare Trust Company of Canada. TransAlta's transfer agent and registrar for the TransAlta Shares in the United States is Computershare Trust Company.
TransAlta Corporation (TSX:TA) completed the acquisition of remaining 39.9% stake in TransAlta Renewables Inc. (TSX:RNW) from TortoiseEcofin Investments, LLC and others on October 5, 2023. The TransAlta Renewables Shares will be delisted from the Toronto Stock Exchange. Common shares of TransAlta will continue to trade on both the New York Stock Exchange and the Toronto Stock Exchange under the symbols "TAC" and "TA", respectively. As a result of the arrangement, certain RNW directors have resigned, and TransAlta has appointed two of its employees to serve on the board of directors of TransAlta Renewables. The transaction was approved by Court of King's Bench of Alberta on October 4, 2023