VANCOUVER, BC, March 2, 2021 /CNW/ - Pinnacle Renewable Energy Inc. ("Pinnacle" or the "Company") (TSX: PL), today announced it has filed and is in the process of mailing the management information circular (the "Circular") and related materials for the special meeting (the "Meeting") of the holders (the "Shareholders") of common shares (the "Shares") of the Company. At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Drax Group plc ("Drax") (LSE:DRX) through its wholly-owned subsidiary, Drax Canadian Holdings Inc., will acquire all of the issued and outstanding Shares of Pinnacle for C$11.30 per Share (the "Arrangement"), all as more particularly described in the Circular.
Board Recommendation
The board of directors of the Company (the "Board"), on the unanimous recommendation of an independent special committee of the Board (the "Special Committee") and in consultation with its financial and legal advisors, unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.
Interim Order
Pinnacle also announced today that the Company has been granted an interim order (the "Interim Order") from the Supreme Court of British Columbia authorizing various matters, including the holding of the Meeting and the mailing of the Circular.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting conducted via live audio webcast at https://web.lumiagm.com/242749115 (case sensitive password: pinnacle2021) on March 31, 2021 at 8:30 a.m. (Vancouver time). The virtual Meeting will be accessible online starting at 7:30 a.m. (Vancouver time) on March 31, 2021. Shareholders, regardless of geographic location, will have an equal opportunity to participate in the Meeting online. Shareholders will not be able to attend the Meeting in person.
Shareholders of record as on the close of business on February 16, 2021 are entitled to receive notice of and vote at the Meeting. Shareholders are urged to vote well before the proxy deadline of 8:30 a.m. (Vancouver time) on March 29, 2021 (or if the Company Meeting is adjourned or postponed, not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in British Columbia) before the adjourned meeting is reconvened or the postponed meeting is convened).
The Arrangement Resolution must be approved by at least two-thirds (66 2/3%) of the votes cast by Shareholders in person (virtually) or represented by proxy at the Meeting. The largest Shareholder in the Company, ONCAP Investment Partners II L.P. ("ONCAP") and its related entities, together with the Company's directors and a former and all current members of senior management, who collectively with ONCAP own approximately 36% of the outstanding Shares, have entered into voting support agreements pursuant to which, among other things, they have agreed to vote all of the Shares owned or controlled by them in favour of the Arrangement Resolution at the Meeting.
On February 24, 2021, the Commissioner of Competition issued an Advance Ruling Certificate approving the Arrangement. Subject to the satisfaction or waiver of all of the conditions to the Arrangement, the Arrangement is expected to close in the second or third quarter of this year.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendation made by the Special Committee and the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular carefully and in its entirety. The Circular is being mailed to Shareholders in compliance with applicable laws and the Interim Order and is available under the Company's profile on SEDAR at www.sedar.com and on the website of Pinnacle at www.pinnaclepellet.com.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact D.F. King (Canada), Pinnacle's proxy solicitation agent, by telephone at 1-800-290-1473 (toll free in North America) or 416-682-3825 (collect outside North America), or by email at inquiries@dfking.com.
About Pinnacle
Pinnacle is the second largest producer of industrial wood pellets in the world. The Company's products are used to displace fossil fuels in the production of baseload electrical power in key markets around the world. The Company operates nine production facilities in Western Canada and one in Alabama, with one additional facility under construction in Alabama and more in development. The Company also owns a port terminal in Prince Rupert, BC. Pinnacle has entered into long-term, take-or-pay contracts with utilities in the U.K., Europe and Asia that represent an average of 99% of its production capacity through 2026.
Forward-Looking Information
This news release includes "forward-looking information" within the meaning of applicable securities laws in Canada. Except for statements of historical fact, forward-looking information contained herein may relate to: the purchase by Drax of all of the issued and outstanding Shares and the anticipated timing of the Meeting. Some of the forward-looking statements may be identified by words such as "will", "expects" "anticipates", "believes", "plans", "hopes", "could" and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and assumptions.
Readers are urged to consider risks, uncertainties and assumptions carefully in evaluating the forward-looking information in this release and are cautioned not to place undue reliance on such information. These risks, uncertainties and assumptions include, but are not limited to: the risk that the Arrangement will not be approved by the shareholders of Pinnacle and/or Drax; the failure to, in a timely manner, or at all, obtain the required court and regulatory approvals for the Arrangement; the failure of the parties to otherwise satisfy the conditions to complete the Arrangement; the possibility that Pinnacle or Drax could terminate the arrangement agreement entered into on February 7, 2021 as a result of a superior proposal that is not matched by the other party or due to the occurrence of an intervening event; the effect of the announcement of the Arrangement on the Company's strategic relationships, operating results and business generally; significant transaction costs or unknown liabilities; the risk of litigation that would prevent or hinder the completion of the Arrangement; and other customary risks associated with transactions of this nature. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Pinnacle to the completion of the Arrangement could have an adverse impact on the Company's business and strategic relationships, operating results and business generally. As a consequence, actual results in the future may differ materially from any forward-looking statement, whether expressed or implied. Therefore, forward-looking statements should be considered carefully and undue reliance should not be placed on them. Factors that could cause anticipated opportunities and actual results to differ materially also include, but are not limited to, matters identified in the "Forward-looking Statements" and "Risk Factors" sections of the Circular, the "Risk Factors" section of the Company's Annual Information Form dated March 31, 2020 for the fiscal year ended December 27, 2019 and the "Financial Risk Factors" section of the Company's Management Discussion and Analysis dated February 24, 2021 for the 52 weeks ended December 25, 2020 and December 27, 2019, all of which can be accessed under the Company's profile on SEDAR at www.sedar.com.
The forward-looking information contained in this news release represents our expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.
SOURCE Pinnacle Renewable Energy Inc.
