Ms. Jill MacDonald of Emera reports
EMERA INCREASES INVESTMENT IN ALGONQUIN POWER & UTILITIES CORP.
Emera Inc. has exchanged certain previously acquired
subscription receipts into 12 million common shares of Algonquin Power
& Utilities Corp. at a price of $5 per
common share.
The subscription receipts were acquired on March 25, 2011, in connection
with the previous announcement by Algonquin that Liberty Energy
Utilities Co., Algonquin's regulated utility
subsidiary, had entered into agreements to acquire all issued and
outstanding shares of Granite State Electric Company,
a regulated electric utility, and Energy North Natural Gas Inc., a regulated natural gas utility, from National Grid
USA, for total consideration of $285.0-million (U.S.).
Algonquin will use the proceeds from the subscription receipt
conversion to partially finance this acquisition, which is expected to be
completed during the second quarter of 2012.
In addition to the 12 million common shares acquired today, Emera owns
8,523,000 previously acquired common shares of Algonquin,
representing a current ownership position of 20,523,000 common
shares or approximately 13 per cent of Algonquin's issued and outstanding
shares.
In addition to the common shares Emera currently holds, Emera holds
8,211,000 subscription receipts, which are exchangeable for common shares, in connection with
the previously announced sale to Algonquin of the 49.999-per-cent interest held
by Emera in California Pacific Electric Company LLC. The
Calpeco subscription receipts are exchangeable for common shares of
Algonquin on a 1:1 basis in two tranches as follows:
- 4.79
million common shares following regulatory approval of the ownership
transfer which is expected to be received in 2012;
- The balance
following completion of Calpeco's first rate case, which is expected to
be completed in 2013.
Emera expects to acquire, on a private placement basis, an additional
17,433,000 subscription receipts
of Algonquin exchangeable into common shares. The 2012 subscription
receipts are expected to be issued in two tranches:
- 6,977,000
subscription receipts at a purchase price of $6.45 per receipt, in
connection with the previously announced acquisition by Algonquin's
regulated utility subsidiary of certain gas distribution assets in the
U.S. Midwest;
- 10,456,000 subscription receipts at a
purchase price of $5.74 per receipt, in connection with the previously
announced acquisition by Algonquin's power generation subsidiary of a
51-per-cent interest in a 480-megawatt U.S. wind power portfolio.
The acquisition of
the 2012 subscription receipts is subject to applicable regulatory
approvals. Algonquin and Emera are finalizing agreements in respect of
the 2012 subscription receipts.
In the event that all of the 17,433,000 common shares that may be
issued pursuant to the 2012 subscription receipts and the 8,211,000
common shares issuable pursuant to the Calpeco subscription receipts
are issued, the common shares so issued, together with the 20,523,000 common shares currently held by Emera, would represent
approximately 25 per cent of Algonquin's issued and outstanding shares.
The common shares acquired today have been acquired for investment
purposes only and the 2012 subscription receipts will be acquired for
investment purposes only. Emera has no intention of acquiring control
of Algonquin. Depending upon relevant economic, market or business
conditions prevailing, from time to time, Emera may determine to acquire
or to dispose of common shares of Algonquin in Toronto Stock Exchange-traded or privately
negotiated transactions or otherwise. Under certain agreements
previously entered into with Algonquin, Emera has agreed not to acquire
any additional securities of Algonquin except in accordance with such
agreements.
We seek Safe Harbor.
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