Water Island issues letter to Pattern Energy shareholders regarding CPPIB merger » 08:1702/1802/18/20
Water Island, the manager…
Water Island, the manager of investment funds beneficially owning 4,010,772 shares of Pattern Energy common stock, issued an open letter to Pattern Energy shareholders detailing reasons for rejecting the proposed acquisition of Pattern Energy by Canada Pension Plan Investment Board, or CPPIB, at the special meeting of Pattern Energy shareholders scheduled to be held on March 10. The letter said, "On November 4, 2019, Canada Pension Plan Investment Board ("CPPIB") announced1 an agreement to acquire Pattern Energy Group ("Pattern Energy" or the "Company") for cash consideration valued at $26.75 per share representing a premium of approximately 14.8% to Pattern Energy's closing share price on August 9, 2019, the last trading day prior to market rumors regarding a potential acquisition of the Company. Since then, we have witnessed a seismic shift in the valuation of renewable energy companies due to a surge in environmental, social, and governance ("ESG") related stocks, rendering inadequate the merger consideration and obsolete the fairness opinions provided by Evercore. Water Island Capital, LLC is the beneficial owner of 4,010,772 shares of Pattern Energy or 4.08% of shares outstanding, and our sole interest is to ensure that all shareholders receive full and fair value for their investment in the Company. Pattern Energy's shareholders are being asked to approve a transaction on March 10, 2020 that originally offered at best a negligible premium, and now a significant discount, to Pattern Energy's standalone fair value. It is important to understand that the current merger agreement signed by Pattern Energy and CPPIB contractually requires the Board of Directors of Pattern Energy to maintain its recommendation in favor of the CPPIB Merger and to present the merger to shareholders for approval at the upcoming Special Meeting, forcing Pattern Energy shareholders to take matters into their own hands by voting against the CPPIB Merger. It is equally important to understand that an implicit rejection of the CPPIB Merger on March 10th due to delivery of insufficient proxies in favor of the merger is unlikely to cause the termination of the Merger Agreement, as Pattern Energy would almost certainly continue to adjourn or postpone the Special Meeting, without limitation. Shareholder rejection would unequivocally signal to the boards of both Pattern Energy and CPPIB that Pattern Energy shareholders demand an adequate premium to standalone value in order to approve a merger proposal, and refuse to allow CPPIB to reap the windfall resulting from the recent significant increase in renewable energy company valuations. We hope that it is as clear to you as it is to us that voting against the CPPIB Merger is a low risk method of pursuing the maximum value that we shareholders deserve for our investment in the shares of Pattern Energy... We believe that Pattern Energy's shares have been anchored by the CPPIB Merger while the companies deemed comparable to it by Evercore have appreciated on average over 30% since the August 9, 2019 unaffected date. Had Pattern Energy's shares increased by a similar 30% its share price would be $30.29, and that is before any takeover premium is considered. Financial media and Wall Street analysts have attributed the recent price appreciation of peers not only to better cost of financing and prolonged lower interest rates, but more importantly to the continued growth in ESG investing and the significant fund flows that come with it. One needs not look further than to read Blackrock's recent "Letter to CEOs" on sustainable investing3 to recognize that significant ESG fund flows are likely to continue for the foreseeable future. For the aforesaid reasons, we believe that the CPPIB Merger woefully shortchanges Pattern Energy shareholders. We urge you to preserve your ability to receive full and fair value for your investment in Pattern Energy by voting AGAINST the CPPIB Merger at the upcoming Special Meeting. Send a message to the boards of Pattern Energy and CPPIB that you believe the merger consideration offered by CPPIB to be woefully inadequate."
|Over a week ago|
Pattern Energy board recommends shareholders vote in favor of CPPIB merger » 08:0801/2101/21/20
Pattern Energy Group…
Pattern Energy Group announced that it had established a record date of January 31, and a special meeting date of March 10, for a meeting of its stockholders to, among other things, vote to approve proposals related to the merger agreement between Pattern Energy and Canada Pension Plan Investment Board that was previously announced on November 4, 2019. Pattern Energy stockholders as of the close of business on the record date of January 31, will be entitled to receive notice of, and to vote at, the special meeting. Upon consummation of the Merger, each share of Class A common stock of the company will be converted to the right to receive $26.75 in cash. The Board of Directors of the company recommends that stockholders vote in favor of the merger.
|Over a month ago|
Pattern Energy downgraded to Underweight at Wells Fargo » 08:1001/0901/09/20
As previously reported,…
As previously reported, Wells Fargo analyst Neil Kalton downgraded Pattern Energy to Underweight from Equal Weight with a $26.75 price target. The analyst notes that his rating change is based on Wells Fargo's new rating system and in concert with relative value considerations.
Pattern Energy downgraded to Underweight from Equal Weight at Wells Fargo » 20:5501/0801/08/20
Wells Fargo analyst Neil…
Wells Fargo analyst Neil Kalton downgraded Pattern Energy to Underweight from Equal Weight with a $26.75 price target.
Pattern Energy begins construction on repowering of Gulf Wind facility in Texas » 07:1501/0601/06/20
Pattern Energy announced…
Pattern Energy announced it has closed financing and started construction on the repowering of its Gulf Wind facility located in Kenedy County, Texas. Repowering the Gulf Wind facility will consist of removing the current wind turbines and replacing them with 118 new Siemens Gamesa SWT-2.3-108 turbines, which will generate 271 MW of capacity, the equivalent to the annual energy usage of approximately 80,000 Texas homes. Construction began on December 3, 2019.
Pattern Energy announces expiration of 'Go-Shop Period' » 07:1412/0912/09/19
Pattern Energy announced…
Pattern Energy announced the expiration of the 35-day "Go-Shop Period" under the merger agreement between Pattern Energy and Canada Pension Plan Investment Board, or CPPIB, that was previously announced on November 4. During the "Go-Shop Period," pursuant to the terms of the merger agreement, Pattern Energy contacted 16 potential bidders. Each party that was contacted either notified Pattern Energy that, after further review, it would not be interested in pursuing a potential transaction with Pattern Energy or did not respond. Pursuant to the terms of the merger agreement, Pattern Energy has now ceased such solicitation activities and has become subject to customary non-solicitation restrictions on its ability to solicit third-party proposals relating to alternative transactions or to provide information to and engage in discussions with a third-party in relation to an alternative transaction, subject to certain customary exceptions to permit Pattern Energy's directors to comply with their fiduciary duties. The transaction with CPPIB is expected to close by Q2 of 2020, subject to Pattern Energy shareholder approval, receipt of the required regulatory approvals, and other customary closing conditions.
Morgan Stanley to hold a symposium » 08:4512/0412/04/19
AES, AY, BE, CQP, CSIQ, ENI, GLNG, LNG, NEE, NEP, NFE, NG, PEGI, RUN, TPIC, XEL
Energy & Clean Tech…
Energy & Clean Tech Symposium 2019 will be held in New York on December 4.
|Over a quarter ago|
Morgan Stanley sees 'fairly low' odds of higher bid for Pattern Energy » 08:5411/0511/05/19
Morgan Stanley analyst…
Morgan Stanley analyst Stephen Byrd noted that Pattern Energy's (PEGI) sale price in its agreement to be bought by Canada Pension Plan Investment Board is a nearly 4% discount to Friday's close, but a roughly 15% premium to the stock's closing share price on August 9, which was the last trading day prior to media reports noting a potential sale. Though there is now a 35 day "go shop" period, Byrd sees a "fairly low likelihood" of a stronger offer, given that the company ran a thorough process and commented that CPPIB's offer was selected based on value and the certainty of the all-cash transaction. Byrd keeps an Equal Weight rating on Pattern Energy shares.
Pattern Energy downgraded to Sector Perform from Outperform at RBC Capital » 07:1011/0511/05/19
RBC Capital analyst…
RBC Capital analyst Shelby Tucker downgraded Pattern Energy to Sector Perform from Outperform with a price target of $26.75, down from $28, after its announced acquisition by Canadian Pension Plan Investment Board. The analyst says he would be "surprised" if a higher offer materialized during the 35-day go-shop period.
Fly Intel: Wall Street's top stories for Monday » 17:0011/0411/04/19
MCD, UAA, UA, SYK, EMR, KPTI, FLS, PEGI, BNTX, NSP, AVEO
Stocks were higher from…