Capstone Infrastructure and Renewable Energy Developers Announce Completion of Plan of Arrangement
TORONTO -- (BUSINESS WIRE) -- October 1, 2013 -- Capstone Infrastructure Corporation (“Capstone”) (TSX: CSE; CSE.PR.A; CSE.DB.A) and Renewable Energy Developers Inc. (“ReD”) (TSX: RDZ; RDZ.DB) are pleased to announce the successful completion of the previously announced plan of arrangement (the “Arrangement”) pursuant to which, among other things, Capstone acquired all of the issued and outstanding common shares of ReD (each, a “ReD Share”).
Pursuant to the Arrangement, the former holders of ReD Shares received 0.26 of a common share in the capital of Capstone (each whole common share, a “Capstone Share”) and $0.001 in cash in exchange for each ReD Share held. In addition, all outstanding options to purchase ReD Shares (each a “ReD Option”) were exchanged for an option exercisable to acquire Capstone Shares (each, a “Replacement Option”). The Replacement Options will entitle the holders thereof to purchase the number of Capstone Shares equal to 0.26026 multiplied by the number of ReD Shares subject to the ReD Options being replaced. The obligations of ReD with respect to its outstanding common share purchase warrants have been assumed by Capstone in accordance with the terms of the warrant indenture, and each such warrant will now be exercisable to receive 0.26 of a Capstone Share and $0.001 in cash. Also pursuant to the Arrangement, the 6.75% convertible unsecured subordinated debentures of ReD due December 31, 2017 (the “ReD Debentures”) became convertible into Capstone Shares and cash pursuant to the terms of the debenture indenture, but will remain outstanding obligations of ReD.
With the completion of the Arrangement, it is anticipated that the ReD Shares will be delisted from the Toronto Stock Exchange (the “TSX”) as soon as practicable. ReD is now a subsidiary of Capstone, but will remain a reporting issuer in all of the provinces of Canada as the ReD Debentures will remain outstanding obligations of ReD and continue to be listed on the TSX under the symbol “RDZ.DB”.
Capstone Infrastructure Corporation
Capstone’s mission is to build and responsibly manage a high quality portfolio of infrastructure businesses in Canada and internationally in order to deliver a superior total return to shareholders by providing reliable income and capital appreciation. Capstone’s portfolio comprises investments in Canada’s power infrastructure, including gas cogeneration, wind, hydro, biomass and solar power generating facilities, representing approximately net 465 megawatts of installed capacity, and contracted wind power development projects totalling net 79 megawatts of capacity. Capstone also invests in utilities, including a 33.3% interest in a district heating business in Sweden, and a 50% interest in a regulated water utility in the United Kingdom. For more information, please visit www.capstoneinfrastructure.com.
Notice to Readers
Certain information presented in this news release contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). These forward-looking statements are made as of the date of this news release. Forward-looking statements are provided for the purpose of presenting information about Capstone’s and ReD’s management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements use forward-looking words, such as “anticipate”, “continue”, “could”, “expect”, “may”, “will”, “estimate”, “plan”, “believe” or other similar words, and include, among other things, statements concerning the integration of ReD and Capstone, growth of the combined entity, and the effect of development projects in ReD’s pipeline on Capstone’s cashflow. These statements are subject to known and unknown risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results. The forward-looking statements within this document are based on information currently available and what Capstone and ReD currently believe are reasonable assumptions, including the material assumptions set out in Capstone’s and ReD’s most recent interim and annual financial statements and management’s discussion and analysis of the results of operations and the financial condition of Capstone and ReD filed on www.sedar.com.
Although Capstone and ReD believe that they have a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons, including risks related to the integration of Capstone’s and ReD’s businesses. Additional information regarding such risks and uncertainties is provided under the heading “Risk Factors” in the management information circular of Capstone dated August 2, 2013 and under the heading “The Arrangement – Risks Associated with the Arrangement” in the management information circular of ReD dated August 1, 2013 filed on www.sedar.com.
The assumptions, risks and uncertainties described above are not exhaustive and other events and risk factors could cause actual results to differ materially from the results and events discussed in the forward-looking statements. The forward-looking statements within this news release reflect current expectations of Capstone and ReD as at the date of this document and speak only as at the date of this document. Except as may be required by applicable law, Capstone and ReD do not undertake any obligation to publicly update or revise any forward-looking statements.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale or issuance of these securities in any jurisdiction in which such offer, solicitation, issuance or sale would be unlawful.
This document is not an offer or invitation for the subscription or purchase of or a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of any investors. Before making an investment in Capstone or ReD, an investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary.