Mangrove Partners commences action in Ontario court against TransAlta
Mangrove Partners, one of the largest shareholders of TransAlta with aggregate ownership of 7.1% of the company's outstanding shares, announced that it has commenced an action in the Ontario Superior Court of Justice against TransAlta, its Directors and Brookfield BRP Holdings. The action arises out of TransAlta's continued misrepresentation and obfuscation of critical details relating to the upcoming 2019 annual and special meeting of shareholders, and the proposed $750M transaction between the company and Brookfield BRP Holdings. In the action, Mangrove seeks relief under the oppression remedy provisions of the Canada Business Corporations Act, asking the Court to set aside the Brookfield Transaction. Mangrove commenced the action following TransAlta's repeated insistence, to both the Ontario Securities Commission and the Alberta Securities Commission, that Mangrove pursue its claims for relief in the courts and not before the Commissions. In its statement of claim, Mangrove outlines the rushed, defensive and improvident nature of the Brookfield Transaction, including that the TransAlta Special Committee was formed less than two weeks before the public announcement of the Transaction, and that CIBC was not formally engaged as financial advisor until three days before the announcement. The claim also records that TransAlta had rebuffed multiple offers by Brookfield to acquire the entire company over the past several years, only acceding to Brookfield's repeated entreaties when faced with an imminent proxy contest.