Macquarie Power & Infrastructure Income Fund Announces Successful Offer for Clean Power Income Fund
TORONTO, ONTARIO (June 25, 2007) – Macquarie Power & Infrastructure Income Fund (TSX: MPT.UN – “MPT” or the “Fund”) today announced that 25,931,644 trust units (the “CPIF Units”) of Clean Power Income Fund (“CPIF”), representing approximately 72% of CPIF’s issued and outstanding units, have been validly deposited under MPT’s offer to purchase dated May 18, 2007 (the “Offer”). All conditions of the Offer have been satisfied and MPT has taken up all CPIF Units deposited under the Offer.
“We are pleased with the success of our offer and extend a warm welcome to MPT’s new unitholders,” said Gregory Smith, President and Chief Executive Officer of MPT. “With the addition of CPIF’s high quality portfolio, MPT has significantly strengthened its presence and growth opportunities in the North American power infrastructure arena. We are confident that MPT has an attractive, stable cash flow profile and is well positioned to deliver an increasing total return to its unitholders.”
MPT intends to pay for the CPIF Units on or about June 26, 2007. For each CPIF Unit deposited under the Offer, MPT will issue 0.5581 of a MPT trust unit (a “MPT Unit”) and one contingency value receipt (a “CVR”), as described below. CPIF Unitholders will receive their payment through their broker or other financial intermediary.
The CVRs represent a contingent right of the holders to receive an amount calculated on the basis of 80% of the balance, if any, less certain costs and expenses, of US$7.593 million deposited in an escrow account established by PEET U.S. Holdings Inc. (“PEET”), currently a subsidiary of CPIF, in connection with its sale of Gas Recovery Systems, LLC (“GRS”), and payments, if any, that might be made by the purchaser of GRS to PEET if the purchaser receives certain refunds from Commonwealth Edison Co. relating to GRS (after certain specified adjustments and deductions for certain payments, claims, costs and expenses).
On or about June 26, 2007, MPT intends to complete the subsequent acquisition transaction described in its take-over bid circular, dated May 18, 2007, such that all CPIF Units (with the exception of a single CPIF Unit held by MPT) will be redeemed on or about June 26, 2007 in exchange for a redemption price equal in value to, and in the same form as, the consideration offered pursuant to the Offer.
Deposits under the Offer provided MPT with the power of attorney from and after the expiry time for the Offer to vote the deposited CPIF Units to approve various written special resolutions. Among other things, these special resolutions approve certain amendments to CPIF’s Trust Indenture and otherwise approve and permit the subsequent acquisition transaction. Pursuant to CPIF’s Trust Indenture, a special resolution may be passed in writing if executed by CPIF Unitholders holding over 66 2/3% of the CPIF Units eligible to vote on such a resolution. As more than 66 2/3% of the outstanding CPIF Units were deposited under the Offer, MPT has exercised this power of attorney to vote the CPIF Units deposited to the Offer to pass the special resolutions and to effect such amendments to the CPIF Trust Indenture.
CPIF Unitholders who are resident in jurisdictions outside of Canada are not entitled to receive MPT Units or CVRs in connection with the Offer or the subsequent acquisition transaction, unless it is established to the satisfaction of MPT, whose determination shall be final and binding, that the MPT Units and CVRs may be offered and delivered in the applicable non-Canadian jurisdiction on a basis acceptable to MPT in its sole discretion. If MPT is not satisfied that MPT Units and CVRs can be issued on such a basis, those MPT Units that would otherwise be distributable to CPIF Unitholders resident in such non-Canadian jurisdictions will be aggregated and sold through the facilities of the Toronto Stock Exchange, through a registered broker or investment dealer. Each CPIF Unitholder whose MPT Units have been sold in such manner will be forwarded an amount equal to such CPIF Unitholder’s pro rata interest in the net proceeds of such sale or sales, after commissions, expenses and any applicable withholding taxes, as soon as reasonably practicable after completion of such sale or sales. In effecting the sale of MPT Units, the registered broker or investment dealer will exercise its sole judgment as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. The sale price of such MPT Units will fluctuate with the market price of the MPT Units and no assurance can be given that any particular amount will be received upon any such sale. In addition, the CVRs otherwise distributable to such CPIF Unitholders who are resident in jurisdictions outside of Canada will be issued to an escrow agent until payment, if any, on the CVRs is made, at which time each such CPIF Unitholder will be forwarded a payment in cash in an amount equal to such CPIF Unitholder’s pro rata portion of the payment amount, if any, net of all costs related to such arrangements and any applicable withholding taxes.
Unless it is established to the satisfaction of MPT and the depositary under the Offer, whose determination shall be final and binding, that a CPIF Unitholder is a resident of Canada, it will be assumed that such unitholder is a resident of a non-Canadian jurisdiction. Any Canadian-resident CPIF Unitholder who did not tender to the Offer and who wishes to receive MPT Units (rather than the net proceeds of the sale thereof as contemplated above) and CVRs is advised to contact such person’s broker or investment dealer in sufficient time to permit such broker or investment dealer to establish the unitholder’s Canadian residency to MPT and the depositary prior to the completion of the subsequent acquisition transaction described above.
About Macquarie Power & Infrastructure Income Fund
Macquarie Power & Infrastructure Income Fund invests in infrastructure assets with an emphasis on power infrastructure. MPT’s strategy is to acquire and actively manage a high-quality portfolio of long-life infrastructure assets to improve their financial performance and provide growing and sustainable distributions to unitholders for the long term. MPT’s infrastructure portfolio includes Cardinal, a 156MW gas-fired cogeneration power station in Ontario, and a 45% indirect interest in Leisureworld Senior Care LP, a leading long-term care provider in Ontario with over 30 years operating experience. MPT is managed by a wholly-owned subsidiary of Macquarie Bank Limited and a member of the Macquarie group. Please visit www.macquarie.com/mpt for additional information.
Certain statements in this news release may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward- looking statements. Forward-looking statements use such words as “may”, “will”, “anticipate”, “believe”, “expect”, “plan” and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to: the possibility that MPT may not complete the subsequent acquisition transaction (together with the Offer, the “Transaction”); the MPT Units and CVRs issued in connection with the Transaction may have a value lower than expected; the businesses of MPT and CPIF may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected; and the expected benefits from the acquisition of CPIF’s business may not be fully realized or not realized within the expected time frame by MPT.
The risks and uncertainties described above are not exhaustive and other events and risk factors including risk factors disclosed in MPT’s filings with Canadian securities regulatory authorities could cause actual results to differ materially from the results discussed in the forward-looking statements.
The forward-looking statements contained in this news release are based upon information currently available and what Macquarie Power Management Ltd. (the manager of MPT) currently believes are reasonable assumptions. However, MPT and its manager cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release and MPT and its manager assume no obligation to update or revise them to reflect new events or circumstances. MPT and its manager caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.
For further information, please contact:
Macquarie Power & Infrastructure Income Fund
Tel: (416) 649 1325