We would note the following with respect to the price we have offered:
-- First, in connection with Western Wind's US$25 million term loan facility announced on November 19, 2012, the Company issued 400,000 share purchase warrants to the lender at $2.50 per share. Given the Company's statements that no dilutive securities would be issued, the Company must not believe that issuing shares at $2.50 per share is too low or a dilutive price.-- Secondly, as disclosed in your Directors' Circular, several of your Directors and Officers (including members of your Special Committee overseeing the sales process) sold a significant number of common shares of Western Wind in the three months prior to the announcement of our Offer at prices at or below our offer price. These dispositions were well after Western Wind's July 30, 2012 announcement of its sales process, and, most notably, after our August 29, 2012 announced initial investment in Western Wind at a price of $2.25 per share.-- Thirdly, Mr. Ciachurski indicated that Rothschild was preparing a fairness opinion with respect to the adequacy of our Offer and that an outline of that fairness opinion would be part of the Directors' Circular. No such opinion was included.-- Fourthly, in the five months since the sales process began, no third party offers for the Company have been forthcoming at a higher price than our Offer, notwithstanding statements by the Company to the effect that the sales process has been a robust one. As a major shareholder of the Company, we have a significant interest in the outcome of this process.
We have structured our Offer as a "Permitted Bid" under Western Wind's shareholder protection rights plan agreement. Based on statements in your Directors' Circular, we are concerned that you may try to delay completion of our Offer by taking a position that our Offer is not a Permitted Bid, so we have forwarded our take-over bid circular, your Directors' Circular and relevant correspondence to the British Columbia Securities Commission to confirm that our Offer is a Permitted Bid.
Once again, we continue to welcome the opportunity to work with the Board and its advisors towards a Board-supported transaction, but time to do so is rapidly running out as our Offer expires on January 28, 2013.
We look forward to your prompt response.
Yours truly,
Richard Legault
Chief Executive Officer of the manager of Brookfield Renewable Energy Partners L.P., BRP Energy Group L.P.
Brookfield Renewable Energy Partners (TSX: BEP.UN) operates one of the largest publicly-traded, pure-play renewable power platforms globally. Its portfolio is primarily hydroelectric and totals approximately 5,300 megawatts of installed capacity. Diversified across 69 river systems and 11 power markets in the United States, Canada and Brazil, the portfolio generates enough electricity from renewable resources to power more than two million homes on average each year. With a virtually fully-contracted portfolio of high-quality assets and strong growth prospects, the business is positioned to generate stable, long-term cash flows supporting regular and growing cash distributions to shareholders. For more information, please visit www.brookfieldrenewable.com.
Contacts:
Investor Contact:
Brookfield Renewable Energy Partners L.P.
Zev Korman
Director, Investor Relations
(416) 359-1955
zev.korman@brookfield.com
Media Contact:
Brookfield Renewable Energy Partners L.P.
Andrew Willis
SVP, Communications and Media
(416) 369-8236
andrew.willis@brookfield.com
