TransAlta Corporation (TransAlta or the Company) (TSX: TA) (NYSE: TAC) today updated shareholders regarding the private proceedings sought to be commenced by dissident shareholder Mangrove Partners before the Ontario Securities Commission (OSC) and Alberta Securities Commission (ASC).
This morning, the OSC heard submissions from the parties on whether it should remain involved in these proceedings, or whether it should defer to the ASC as TransAlta’s principal regulator. The OSC elected to decline to assert jurisdiction and will not be involved in these proceedings any further.
The next step in the proceedings is for Mangrove to seek leave (i.e., permission) from the ASC to pursue its complaints against TransAlta. The ASC will consider Mangrove’s request for leave this week, with an oral decision scheduled to be issued by the ASC on April 18, 2019, at 3:00 pm MT in Calgary, Alberta.
TransAlta will oppose Mangrove’s efforts to obtain leave and, if leave is granted, will vigorously contest the merits of Mangrove’s complaints. It is important for shareholders to understand that these proceedings have not been commenced by staff of the ASC or OSC but are private proceedings sought to be pursued by Mangrove.
TransAlta’s annual and special shareholders meeting will proceed on April 26, 2019 in Calgary, Alberta.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: the proceedings before the ASC, including the timing for the oral decisions to be issued by the ASC; the timing, business and anticipated outcomes at the 2019 shareholders meeting, including as a result of actions by Mangrove/Bluescape; and the nature, timing and impact of existing or potential legal actions or regulatory proceedings, including those initiated by Mangrove. . These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the Company’s ability to successfully defend against existing or potential legal actions or regulatory proceedings; the closing of the Brookfield investment and other risks to the Brookfield investment not materializing and no significant changes to regulatory, securities, credit or market environments. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the outcomes of existing or potential legal actions or regulatory proceedings not being as anticipated, including those pertaining to the shareholders meeting and the Brookfield investment and other risks and uncertainties contained in the Company’s Management Proxy Circular dated March 26, 2019 and its Annual Information Form and Management’s Discussion and Analysis for the year ended December 31, 2018, filed under the Company’s profile with the Canadian securities regulators on www.sedar.com and the U.S. Securities and Exchange Commission on www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
The Board of Directors of TransAlta Corporation (TSX: TA) (NYSE: TAC) today declared a quarterly dividend of $0.04 per common share payable on July 1, 2019 to shareholders of record at the close of business on June 3, 2019.
The Board of Directors also declared the following quarterly dividend on its Cumulative Redeemable Rate Reset First Preferred Shares for the period starting from and including March 31, 2019 up to but excluding June 30, 2019:
Preferred Shares
TSX Stock Symbol
Dividend Rate
Dividend Per Share
Record Date
Payment Date
Series A
TA.PR.D
2.709%
$0.16931
June 3, 2019
June 30, 2019
Series B*
TA.PR.E
3.712%
$0.23136
June 3, 2019
June 30, 2019
Series C
TA.PR.F
4.027%
$0.25169
June 3, 2019
June 30, 2019
Series E
TA.PR.H
5.194%
$0.32463
June 3, 2019
June 30, 2019
Series G
TA.PR.J
5.300%
$0.33125
June 3, 2019
June 30, 2019
*Please note the quarterly floating rate on the Series B Preferred Shares will be reset every quarter.
All currency is expressed in Canadian dollars except where noted. When the dividend payment date falls on a weekend or holiday, the payment is made the following business day.
About TransAlta Corporation:
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
TransAlta Corporation (TransAlta or the Company) (TSX:TA) (NYSE:TAC) today announced that leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co (Glass Lewis), both issued final reports recommending that shareholders vote FOR all TransAlta management proposals, including director nominees, being presented at the Company’s upcoming shareholders meeting.
Both ISS and Glass Lewis recommend shareholders vote FOR the election of all TransAlta director nominees, including new nominees Robert Flexon, Harry Goldgut and Richard Legault. In addition, ISS and Glass Lewis recommend shareholders vote FOR the re-appointment of the Company’s auditors, the continuance of the Company’s amended new generation shareholder rights plan and the advisory say-on-pay vote on the Company’s approach to executive compensation.
With positive recommendations from both ISS and Glass Lewis, shareholders can feel confident in their vote for our recommended nominees,- said Ambassador Gordon Giffin, TransAlta’s Board Chair. We continue to bring fresh insight and expertise to our Board and remain committed to creating value for all shareholders. We have built a Board with the right skills and experience to oversee TransAlta’s transformation and position the Company for success as a clean energy leader.
In reaching its decision, ISS noted the positive market reaction to the Brookfield transaction and commented that:
Some of the issues outlined by the dissident, including the lack of shareholder approval and a fairness opinion, are also not unusual in the Canadian market for transactions of this size¦
Shareholders might reasonably appreciate additional disclosure regarding the process, terms, and timing of the Brookfield investment which could alleviate any concerns as to whether the board maximized value for TransAlta’s hydro assets particularly in light of the lengthy voting agreement with Brookfield. Nonetheless, considering the board’s reasonable efforts to reach a settlement with the dissidents, the positive market reaction to the announcement of the transaction, and public support from TransAlta’s largest shareholder, there does not appear to be sufficient evidence at this time that would warrant votes against the incumbent directors.
In addition to recommending that shareholders vote FOR all management proposals, Glass Lewis said shareholders should be mindful of the following:
Brookfield’s recent investment was informed by extensive prior discussion and due diligence over the past three years with Brookfield (and other potential investors) aimed at a wide range of strategies for enhancing the long-term value and potential of the Company’s hydro and coal assets, as well as the value of the Company as a whole, including through potential sale transactions¦ The [Brookfield] partnership is expected to maximize the value of the Company’s hydro assets and create long-term shareholder value.
Vote the BLUE Proxy Today
TransAlta’s annual and special shareholders meeting (the Meeting) will take place on April 26, 2019. TransAlta asks shareholders to read the Company’s management proxy circular dated March 26, 2019 (the Circular) carefully and to vote the BLUE proxy FOR all 12 TransAlta director nominees at our upcoming Meeting. Shareholder support is critical as we work to build a foundation for long-term, sustainable value creation as a leading clean energy company.
A copy of the Circular can be downloaded from the Company’s SEDAR profile at www.sedar.com and the Company’s EDGAR profile at www.sec.gov. The Circular is also available at TransAlta’s website.
A vote FOR TransAlta’s director nominees will be a vote to realize the value of TransAlta’s diverse and quality assets for decades to come, a vote for an experienced and engaged Board and a vote to share in the upside of TransAlta. Becoming a voter is fast and easy. To support TransAlta’s Board, vote your BLUE proxy or voting instruction form today.
If you have any questions about the Meeting, please contact Kingsdale Advisors, TransAlta’s strategic shareholder advisor and proxy solicitation agent, by telephone at 1-877-659-1820 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at contactus@kingsdaleadvisors.com.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release may contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release may contain forward-looking statements and information relating to: the timing, business and anticipated outcomes at the 2019 Meeting; the nature, timing and impact of existing or potential legal actions or regulatory proceedings; the investment by Brookfield Renewable Partners or its institutional partners (Brookfield) and expected benefits to the Company and its shareholders; the ability of the investment to enhance the Company’s financial position and to execute its strategy; the Company’s strategy, plans and priorities; the appointment of the Company’s director nominees to the Board at the Meeting; the Company’s relationship with Brookfield or its affiliates and other shareholders; and the expected timing, costs and benefits of the strategic investment by and partnership with Brookfield or its affiliates. These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the election of the Company’s proposed director nominees and outcome of other items to be voted upon at the Meeting; ISS and Glass Lewis’s voting recommendations; the Company’s ability to successfully defend against any existing or potential legal actions or regulatory proceedings; the closing of the Brookfield investment occurring and other risks to the Brookfield investment not materializing; no significant changes to regulatory, securities, credit or market environments; the anticipated Alberta capacity market framework in the future; our ownership of or relationship with TransAlta Renewables Inc. not materially changing; the Alberta hydro assets achieving their anticipated value, cash flows and adjusted EBITDA; the anticipated benefits and financial results generated on the coal-to-gas conversion and the Company’s other strategies; the Company’s and Mangrove’s/Bluescape’s strategies and plans; no significant changes in applicable laws; and risks associated with the impact of the Brookfield investment on the Company’s shareholders, debtholders and credit ratings. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of the Company’s director nominees to be elected at the Meeting; the failure of the Company to obtain approval for other items of business at the Meeting; changes in the recommendations of ISS or Glass Lewis; the failure of the Brookfield investment to close; the outcomes of existing or potential legal actions or regulatory proceedings not being as anticipated, including those pertaining to the Meeting and the Brookfield investment; the appointment of any slate of directors proposed by Mangrove/Bluescape and the subsequent termination of the Brookfield investment by the Company; changes in our relationship with Brookfield; changes in our relationship with other shareholders; our Alberta hydro assets not achieving their anticipated value, cash flows or adjusted EBITDA; the Brookfield investment not resulting in the expected benefits for the Company and its shareholders; the inability to complete share buy-backs within the timeline or on the terms anticipated or at all; and other risks and uncertainties contained in the Company’s Circular dated March 26, 2019 and its Annual Information Form and Management’s Discussion and Analysis for the year ended December 31, 2018, filed under the Company’s profile with the Canadian securities regulators on www.sedar.com and the U.S. Securities and Exchange Commission on www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In response to Mangrove Partners press release, TransAlta Corporation (TransAlta or the Company) (TSX: TA) (NYSE: TAC) today provided the following statement:
TransAlta stands by the Brookfield investment and strategic partnership and adhered to proper governance practices in negotiating and deciding to proceed with the transaction. The Board and its Special Committee firmly believe it is in the best interests of the Company and its shareholders and other stakeholders. Many of our largest shareholders agree. In conversations with our major institutional shareholders this week, we continue to hear that shareholders are supportive of the Brookfield strategic partnership and investment.
TransAlta followed good governance processes in negotiating and deciding to proceed with the Brookfield transaction through all customary features of independent advice, committees, shareholder consultation and extensive review. We also went out of our way to enhance shareholder democracy with respect to a transaction that does not require a shareholder vote, including facilitating Mangrove’s ability to object to the transaction, by offering a governance out that would allow the TransAlta Board to postpone closing and exit the deal if two or more directors not nominated by management are elected at the upcoming shareholders meeting, and by granting Mangrove a 10-day extension to accommodate its express desire to nominate dissident directors.
In contrast, Mangrove and its joint actor, Bluescape Energy Partners, are offering shareholders nothing. They are making meritless accusations through press releases and what we believe to be an equally meritless application to two of Canada’s securities commissions. They are offering shareholders no choice, no say and no alternative value creation plan.
We encourage all shareholders and interested parties to review our extensive disclosure contained in our proxy circular and on our website.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: the timing, business and anticipated outcomes at the 2019 shareholders meeting, including as a result of actions by Mangrove or Bluescape; the nature, timing and impact of existing or potential legal actions or regulatory proceedings, including those initiated by Mangrove; the investment by Brookfield Renewable Partners or its institutional partners (Brookfield) and expected benefits to the Company and its shareholders; the ability of the investment to enhance the Company’s financial position and to execute its strategy; the Company’s strategy, plans and priorities; the appointment of the Company’s director nominees to the Board at the shareholders meeting; the Company’s relationship with Brookfield or its affiliates and other shareholders; and the expected timing, costs and benefits of the strategic investment by and partnership with Brookfield or its affiliates. These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the election of the Company’s proposed director nominees and outcome of other items to be voted upon at the 2019 shareholders meeting; the Company’s ability to successfully defend against existing or potential legal actions or regulatory proceedings; the closing of the Brookfield investment occurring and other risks to the Brookfield investment not materializing; no significant changes to regulatory, securities, credit or market environments; the anticipated Alberta capacity market framework in the future; our ownership of or relationship with TransAlta Renewables Inc. not materially changing; the Alberta hydro assets achieving their anticipated value, cash flows and adjusted EBITDA; the anticipated benefits and financial results generated on the coal-to-gas conversion and the Company’s other strategies; the Company’s and Mangrove’s/Bluescape’s strategies and plans; no significant changes in applicable laws; and risks associated with the impact of the Brookfield investment on the Company’s shareholders, debtholders and credit ratings. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of any of the Company’s director nominees to be elected at the shareholders meeting; the failure of the Company to obtain approval for other items of business at the shareholders meeting; the failure of the Brookfield investment to close; the outcomes of existing or potential legal actions or regulatory proceedings not being as anticipated, including those pertaining to the shareholders meeting and the Brookfield investment; the impact of any withhold campaign or appointment of any slate of directors proposed by Mangrove/Bluescape and the subsequent termination of the Brookfield investment by the Company; changes in our relationship with Brookfield; changes in our relationship with other shareholders; our Alberta hydro assets not achieving their anticipated value, cash flows or adjusted EBITDA; the Brookfield investment not resulting in the expected benefits for the Company and its shareholders; the inability to complete share buy-backs within the timeline or on the terms anticipated or at all; and other risks and uncertainties contained in the Company’s Management Proxy Circular dated March 26, 2019 and its Annual Information Form and Management’s Discussion and Analysis for the year ended December 31, 2018, filed under the Company’s profile with the Canadian securities regulators on www.sedar.com and the U.S. Securities and Exchange Commission on www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
TransAlta Corporation (TransAlta or the Company) (TSX:TA) (NYSE:TAC) today announced that Mangrove Partners (Mangrove) has made application to the Alberta Securities Commission and Ontario Securities Commission (together, the Commissions). In the application, Mangrove is seeking a joint hearing of the Commissions in relation to TransAlta’s 2019 annual and special meeting of shareholders to be held on April 26, 2019 and the recently announced $750 million investment and strategic partnership with an institutional partner of Brookfield Renewable Partners (Brookfield). Mangrove’s application seeks various relief from the Commissions, including an order cease trading the issuance of the exchangeable securities under the investment agreement between the Company and Brookfield.
Mangrove’s application is inappropriate, unwarranted and without merit,- said Ambassador Gordon Giffin, Chair of the Board of TransAlta. It is an attempt to circumvent the rights of our other shareholders through a misuse of the Canadian securities regulatory process. We are moving forward with our strategic partnership with Brookfield and the business of creating value for the Company’s shareholders.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: the 2019 shareholders meeting; the nature, timing and impact of existing or potential legal actions or regulatory proceedings brought by Mangrove or others; the investment by Brookfield and expected benefits to the Company and its shareholders; the ability of the investment to enhance the Company’s financial position and ability to execute the strategy; the Company’s strategy, plans and priorities; Brookfield’s and TransAlta’s commitments with respect to the Brookfield investment; the Company’s future ownership levels in or control over the Alberta hydro assets; the appointment of the Company’s director nominees to the Board at the 2019 shareholders meeting; the Company’s relationship with Brookfield or its affiliates and other shareholders; the expected timing, costs and benefits of the strategic investment by and partnership with Brookfield or its affiliates; and advancements in the Company’s strategy relating to clean energy and growth. These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the election of the Company’s proposed director nominees at the Meeting; the Company’s ability to successfully defend against any existing or potential legal actions or regulatory proceedings; the closing of the Brookfield investment occurring and other risks to the Brookfield investment not materializing; no significant changes to regulatory, securities, credit or market environments; the anticipated Alberta capacity market framework in the future; our ownership of or relationship with TransAlta Renewables Inc. not materially changing; the Alberta hydro assets achieving their anticipated value, cash flows and adjusted EBITDA; the anticipated benefits and financial results generated on the coal-to-gas conversion and the Company’s other strategies; the Company’s and Mangrove’s/Bluescape’s strategies and plans; no significant changes in applicable laws; and risks associated with the impact of the investment on the Company’s shareholders, debtholders and credit ratings. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of the Company’s nominees to be elected at the Meeting; the failure of the Brookfield investment to close; the outcomes of existing or potential legal actions or regulatory proceedings not being as anticipated, including those pertaining to the 2019 meeting and the Brookfield investment; the appointment of any slate of directors proposed by Mangrove/Bluescape and the subsequent termination of the Brookfield investment by the Company; changes in our relationship with Brookfield; changes in our relationship with other shareholders; our Alberta hydro assets not achieving their anticipated value, cash flows or adjusted EBITDA once the applicable power purchase arrangement has expired; the Brookfield investment not resulting in the expected benefits for the Company and its shareholders; the inability to complete share buy-backs within the timeline or on the terms anticipated or at all; and other risks and uncertainties contained in the Company’s Management Proxy Circular dated March 26, 2019 and its annual information form and management’s discussion and analysis for the year ended December 31, 2018, filed under the Company’s profile with the Canadian securities regulators on www.sedar.com and the Securities and Exchange Commission on www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In the Presentation, TransAlta provides further background on the Company’s:
Significant progress executing its plan to 100% clean energy by 2025
Extensive shareholder engagement and long-standing relationship with Brookfield
Highly competitive financing and value for TransAlta’s Hydro assets offered by the Brookfield Investment
Exceptional board nominees that bring complementary skills and experience and strong governance track record.
TransAlta’s presentation also cautions shareholders that the five dissident nominees put forward by Mangrove and Bluescape have limited public company and executive experience and do not measure up to the calibre of TransAlta’s board nominees.
Vote the BLUE Proxy to Protect TransAlta’s Future
TransAlta asks shareholders to read the Circular carefully and to vote the BLUE proxy FOR all 12 TransAlta director nominees at our upcoming Meeting on April 26, 2019. Shareholder support is critical as we work to build a foundation for long-term, sustainable value creation as a leading clean energy company.
A vote FOR TransAlta’s director nominees will be a vote to realize the value of TransAlta’s diverse and quality assets for decades to come, a vote for an experienced and engaged Board and a vote to share in the upside of TransAlta. Becoming a voter is fast and easy. To support TransAlta’s Board, vote only your BLUE proxy or voting instruction form today.
If you have any questions about the Meeting, please contact Kingsdale Advisors, TransAlta’s strategic shareholder advisor and proxy solicitation agent, by telephone at 1-877-659-1820 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at contactus@kingsdaleadvisors.com.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: the Meeting; the investment by Brookfield; ability of the investment to enhance the Company’s financial position and ability to execute the strategy; the transition to 100% clean energy by 2025; Brookfield increasing its share ownership in TransAlta to 9% and other commitments; the Company’s future ownership levels in or control over the Alberta hydro assets; the anticipated timing, costs and benefits of TransAlta’s coal-to-gas conversion strategy; the timing, terms and probability of returning capital to shareholders; the appointment of three new nominees to the Board; the expected higher cash flow and anticipated adjusted EBITDA in respect of the hydro assets in the Brookfield investment; the Company’s relationship with Brookfield Renewable Partners or its affiliates and other shareholders; the expected timing, costs and benefits of the strategic investment by and partnership with Brookfield Renewable or its affiliates; the formation of a joint operating committee; continued operational improvements; and advancements in the Company’s strategy relating to clean energy and growth. These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the election of the Company’s proposed director nominees at the Meeting, the closing of the Brookfield investment; no significant changes to regulatory, securities, credit or market environments; the anticipated Alberta capacity market framework in the future; our ownership of or relationship with TransAlta Renewables Inc. not materially changing; the Alberta hydro assets achieving their anticipated value, cash flows and adjusted EBITDA; the expected life extension of the coal fleet and anticipated benefits and financial results generated on the coal-to-gas conversion and the Company’s other strategies; the Company’s and Mangrove’s/Bluescape’s strategies and plans; the ability to successfully compete in the expected Alberta capacity market; and no significant changes in laws. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of the Company’s nominees to be elected at the Meeting; the failure of the Brookfield investment to close; legal actions or proceedings, including those pertaining to the Brookfield investment; the appointment of any slate of directors proposed by Mangrove/Bluescape and the subsequent termination of the Brookfield investment by the Company; our Alberta hydro assets not achieving their anticipated value, cash flows or adjusted EBITDA once the applicable power purchase arrangement has expired; changes to the expected life extension of our coal fleet and anticipated financial results generated on conversion; and other risks and uncertainties contained in the Company’s Circular dated March 26, 2019 and its annual information form and management’s discussion and analysis for the year ended December 31, 2018. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Certain financial information contained in this news release, including adjusted EBITDA in respect of the Brookfield investment, may not be standard measures defined under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures presented by other entities. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further information on the calculation of adjusted EBITDA in respect of the Brookfield investment and how it is calculated with regard to the exchangeable securities to be issued, see the Company’s material change report dated March 26, 2019 and a complete copy of the investment agreement with Brookfield, filed under the Company’s profile with the Canadian securities regulators on www.sedar.com and the Securities and Exchange Commission on www.sec.gov.
About TransAlta Corporation:
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
TransAlta Corporation (TransAlta or the Company) (TSX:TA) (NYSE:TAC) today issued a letter to shareholders and filed its management information circular (the Circular) for its annual and special meeting of shareholders (the Meeting) to be held on April 26, 2019.
TransAlta encourages shareholders to read the Circular to gain insight into the extensive efforts undertaken to seek and reflect shareholder input, assess a wide range of strategic alternatives, engage constructively with shareholders, and secure an outstanding transaction with a leading global renewable energy investor and operator to advance its strategy. The Circular also addresses TransAlta’s recent engagement with Mangrove Partners (Mangrove) and Bluescape Energy Partners (Bluescape), which have notified the Company that they intend to nominate director candidates.
TransAlta urges shareholders to vote the Blue proxyFOR TransAlta’s director nominees in order to: (i) secure a strategic $750 million investment from Brookfield Renewable Partners, a world-class renewable energy investor and operator; (ii) strengthen TransAlta’s ability to advance its strategy, invest in growth and accelerate the return of capital to shareholders; and (iii) add world-class renewable energy and capacity market expertise to its Board of Directors. A copy of the Circular can be downloaded from the Company’s SEDAR profile at www.sedar.com and the Company’s EDGAR profile at www.sec.gov/edgar.shtml. The Circular is also available at TransAlta’s website.
TransAlta Is Positioned to Advance Its Strategy, Return Capital To Shareholders And Achieve Its Goal Of 100% Clean Energy By 2025
Over the past several years, TransAlta has successfully developed and implemented a strategy designed to navigate fundamental regulatory changes and a weak economy in our primary market, all while delivering record free cash flow, reducing debt, and continuing to grow the Company,- said Ambassador Gordon Giffin, Chair of the TransAlta Board. Securing Brookfield’s investment and expertise is a continuation of that work. It responds to the feedback we have received from our shareholders and gives us everything we need to accelerate our strategy to create significant and sustainable shareholder value.
The market has reacted very favourably to our deal with Brookfield. It has the full support of RBC Global Asset Management, TransAlta’s largest shareholder with a 12.4% stake in the Company, as well as the equity research analyst community, Ambassador Giffin continued. We believe shareholders should vote the Blue proxy in favour of TransAlta’s Board nominees to protect these gains and all of the strategic benefits this investment provides.
TransAlta’s shareholders have been patient and supportive as we’ve transformed the Company. Now they deserve to reap the rewards. We urge shareholders to move forward rather than backwards. We are poised to deliver compelling value, whereas Mangrove and Bluescape represent risk and uncertainty, at best,- said Ambassador Giffin.
TransAlta has successfully navigated challenging external market conditions since 2015, when the Alberta Government introduced policies to shut down coal by 2030, impose a significant carbon tax, and targeted 5,000 MW of additional renewables into an already oversupplied market. This coincided with a period of historically low power prices in Alberta, a weak Alberta economy, significant competition for new assets and weak capital market conditions.
In the face of these challenges, TransAlta developed a long-term strategy to create value by achieving 100% clean energy by 2025, converting 100% of its Alberta coal fleet to natural gas, unlocking the value of the Company’s hydro assets, investing in long-term contracted gas and renewable projects, reducing its operating costs and maintaining a strong balance sheet. TransAlta has made progress towards each of these goals and has significantly outperformed the TSX Capped Utility index when measured on a three- and one-year basis.
A Strong Slate with Deep Market Expertise, Experience and Fresh Perspective
TransAlta is nominating three exceptional new candidates for election to the Board of Directors at the upcoming Meeting:
Harry Goldgut is a Vice Chair in Brookfield’s Renewable Power and Infrastructure Groups. Mr. Goldgut has been responsible for the acquisition of the majority of Brookfield’s renewable power assets and has played a role in the restructuring of the electricity market in Ontario as a member of the Electricity Market Design Committee and the Clean Energy Task Force.
Richard Legault is a Vice Chair in Brookfield’s Renewable Group, Vice Chair in Brookfield Asset Management and served as the CEO of Brookfield Renewable Partners until August 2015. During his 28 years at Brookfield, Mr. Legault led the development and expansion of Brookfield’s renewable business in North and South America, as well as in Europe. He also served as CFO at Brookfield Asset Management from 2000 to 2001.
Robert C. Flexon was the President and Chief Executive Officer of Dynegy Inc. from 2011 until its acquisition by Vistra Energy Corp. in April 2018. Dynegy Inc. was a U.S. independent power producer engaged in the operation of power generating facilities and listed on the NYSE. Mr. Flexon brings a wealth of skills and experience with independent power producers, thermal generation, capital markets, accounting, finance, tax and risk management.
Each of the nominees brings exceptional and highly relevant expertise to TransAlta. The fact that Mr. Goldgut and Mr. Legault have been nominated by Brookfield as part of its cornerstone investment in the Company is a significant benefit of the transaction. TransAlta would add these two directors under any scenario, simply for their expertise and enormous knowledge of renewable energy assets and the Canadian market. The addition of Mr. Flexon further enhances our Board’s strength, particularly as we execute our coal-to-gas conversion strategy.
These nominations continue a pattern of Board renewal at TransAlta. Including the three new nominee directors, the Board will have added eight new directors in the past five years. TransAlta notes and appreciates the positive endorsement that Bluescape Executive Chairman C. John Wilder gave in recent correspondence about the quality of the new TransAlta Board nominees.
Together with the three new director nominees described above, TransAlta’s Board has the right mix of skills, capabilities, experience and market knowledge to provide effective oversight and direction to the Company’s strategy and ongoing successful efforts to drive shareholder value creation. The Board nominees expertise includes renewable and thermal operational capability, as well as public markets, environmental, technology, legal, regulatory, governmental affairs, engineering and technical expertise. The exceptional qualifications of our Board members have been proven through the significant leadership positions they have held as officers and/or directors at very sizable, publicly-traded companies with complex operations.
Background to the Brookfield Transaction
TransAlta’s Circular details the Board’s extensive engagement program over the past three years with many of the Company’s largest institutional shareholders. The purpose of these discussions was to gauge Shareholders support for, and input into, our strategies and to discuss possible strategic investments, financings or other transactions or events to unlock TransAlta’s value. The sum and substance of this feedback was that investors are supportive of the Company’s strategy, but wanted to see more action taken to accelerate the implementation of the Company’s plan. The insight gained from this engagement is one of the factors that compelled the Board to seize the opportunity to secure the Brookfield transaction when it did.
The Circular also describes TransAlta’s relationship with Brookfield, which has been an operating partner on a BC hydro facility since 2009 and a meaningful shareholder of TransAlta for over four years. As with all of the Company’s major shareholders, TransAlta has had discussions with Brookfield throughout this period on a variety of topics. Of particular note, Brookfield’s recent investment was informed by extensive prior discussions and due diligence over the past three years with Brookfield (and other potential investors) aimed at a wide range of strategies for enhancing the long-term value potential of the Company’s hydro and coal assets, as well as the value of the Company as a whole, including through potential sale transactions. As a result, Brookfield was very familiar with TransAlta and its hydro assets, and TransAlta knew Brookfield could be an outstanding partner to help fund and implement the Company’s value creation strategy.
Mangrove Partners and Bluescape Energy Threaten to Disrupt TransAlta’s Progress
TransAlta welcomes constructive shareholder engagement and has had numerous discussions with Mangrove and Bluescape since they emerged as TransAlta shareholders in recent months. In the course of these discussions, as detailed in the Circular, Mangrove and Bluescape supported Mr. Flexon as a candidate for election to the Board, and rejected an offer to also have Bluescape Executive Chairman C. John Wilder join the TransAlta Board. Mangrove and Bluescape subsequently submitted a term sheet demanding, among other things, that the Company issue to Mr. Wilder C$150 million in common shares at a 6% discount to the market price, based on a 21-day volume weighted average. This was a demand that no board could reasonably accept.
Ambassador Giffin added, Had the dissidents accepted our offer, Mr. Wilder would have a seat at the Board table. Instead, they notified the Company of their intention to nominate five new directors, which suggests they are seeking the ability to terminate the Brookfield investment and implement the playbook they have used at other companies of selling renewable energy assets and doubling down on coal-fired generation, which is a dead-end strategy and something we will not do.
TransAlta cautions shareholders that a potential slate of dissident nominees from Mangrove and Bluescape threatens to disrupt TransAlta’s strategic direction by: (i) terminating Brookfield’s investment, and all the value and expertise that comes with it; (ii) abandoning TransAlta’s move towards clean energy by retrenching to coal, or to go in search of potential alternative transactions, a process that could take months or years with no assurance of producing anything of greater or even similar value; and (iii) adding further risk and delay to returning meaningful value to TransAlta shareholders who have supported the Company throughout its strategic transformation.
The Answer is Yes
In a March 29, 2019 press release, Mangrove and Bluescape ask: Is the Brookfield Investment in the best interests of all TransAlta shareholders? The answer is a resounding yes and all evidence indicates that the market agrees. In the four trading days following the announcement of the deal, TransAlta’s share price increased by more than 9% and equity research analysts have published favourable commentaries and increased their consensus 12-month price target for TransAlta’s stock by 24%.
In addition to the benefits outlined above, the investment is structured to enable TransAlta shareholders to participate in the future value of the Company’s hydro assets through both the deferred sale arrangement (i.e., post 2024) and through the retention of at least 51% of the Hydro portfolio. The structure is significantly more accretive than potential alternatives, such as issuing equity at the current share price (which would dilute existing shareholders at sub-optimal value), selling an interest in the Company’s coal-to-gas assets which are central to the Company’s long-term strategy, or weakening the balance sheet through excess borrowing, which would inhibit the execution of TransAlta’s value-creation strategy and not be in the best long-term interests of the Company or its shareholders. Furthermore, Brookfield is aligned with shareholder interests through its position as a long-standing significant investor in the Company, as well as through Board nominations and the associated fiduciary duties of its nominees to TransAlta and its shareholders. Brookfield has committed to purchase TransAlta common shares in the open market to increase its share ownership in TransAlta to 9% subject to certain conditions, and TransAlta and Brookfield will form a joint operating committee to focus on optimizing the operations and maximizing the value of the Company’s hydro assets.
As it relates to the value of TransAlta’s Hydro assets, the 13x EBITDA multiple used in the transaction to value the future cash flows from TransAlta’s Hydro assets is in line with analyst estimates and is consistent with the 10x 16.3x multiples for precedent merchant hydro transactions that involve selling 100% of the assets (whereas Brookfield will only have rights to acquire a minority interest). Higher multiples may be observed in control transactions in markets that are more liquid, more contracted based on higher capacity or power prices or more interconnected with neighbouring markets than Alberta, but that is not where TransAlta’s hydro assets are located. In addition, Brookfield is paying 13x the future EBITDA in the future, after the PPA expires, when TransAlta expects the assets to generate significantly more EBITDA than they do currently. All other precedent transactions are based on current EBITDA.
Finally, the Brookfield investment will be highly accretive for TransAlta shareholders as it will permit TransAlta to repurchase up to $250 million of shares through a substantial issuer bid and its normal course issuer bid program.
Major Shareholder Support
TransAlta’s single largest shareholder, RBC Global Asset Management, is supportive of our strategic partnership with, and the investment by, Brookfield. RBC has committed to vote all of the common shares under its direction or control, representing 12.4% of TransAlta’s outstanding common shares, FOR the election of all of TransAlta’s director nominees at the Meeting, as well as in favour of the other items of annual and special business that shareholders are being asked to consider at the upcoming Meeting.
Brookfield, which currently owns approximately 4.9% of TransAlta’s outstanding common shares, also plans to vote FOR the election of all of TransAlta’s director nominees at the Meeting, as well as in favour of the other items of annual and special business that shareholders are being asked to consider at the Meeting.
Vote the BLUE Proxy to Protect TransAlta’s Future
TransAlta asks shareholders to read the Circular carefully and to vote the BLUE proxy FOR all 12 TransAlta director nominees at our upcoming Meeting on April 26, 2019. Shareholder support is critical as we work to build a foundation for long-term, sustainable value creation as a leading clean energy company.
A vote FOR TransAlta’s director nominees will be a vote to realize the value of TransAlta’s diverse and quality assets for decades to come, a vote for an experienced and engaged Board and a vote to share in the upside of TransAlta. Becoming a voter is fast and easy. To support TransAlta’s Board, vote only your BLUE proxy or voting instruction form today.
If you have any questions about the Meeting, please contact Kingsdale Advisors, TransAlta’s strategic shareholder advisor and proxy solicitation agent, by telephone at 1-877-659-1820 (toll-free in North America) or 1-416-867-2272 (collect outside North America) or by email at contactus@kingsdaleadvisors.com.
About TransAlta Corporation
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: the Meeting; the investment by Brookfield; ability of the investment to enhance the Company’s financial position and ability to execute the strategy; the transition to 100% clean energy by 2025; Brookfield increasing its share ownership in TransAlta to 9% and other commitments; the Company’s future ownership levels in or control over the Alberta hydro assets; the anticipated timing, costs and benefits of TransAlta’s coal-to-gas conversion strategy; the timing, terms and probability of returning capital to shareholders; the appointment of three new nominees to the Board; the expected higher cash flow and anticipated adjusted EBITDA in respect of the hydro assets in the Brookfield investment; the Company’s relationship with Brookfield Renewable Partners or its affiliates and other shareholders; the expected timing, costs and benefits of the strategic investment by and partnership with Brookfield Renewable or its affiliates;the formation of a joint operating committee; continued operational improvements; and advancements in the Company’s strategy relating to clean energy and growth. These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the election of the Company’s proposed director nominees at the Meeting, the closing of the Brookfield investment; no significant changes to regulatory, securities, credit or market environments; the anticipated Alberta capacity market framework in the future; our ownership of or relationship with TransAlta Renewables Inc. not materially changing; the Alberta hydro assets achieving their anticipated value, cash flows and adjusted EBITDA; the expected life extension of the coal fleet and anticipated benefits and financial results generated on the coal-to-gas conversion and the Company’s other strategies; the Company’s and Mangrove’s/Bluescape’s strategies and plans; the ability to successfully compete in the expected Alberta capacity market; and no significant changes in laws. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual performance, events or results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of the Company’s nominees to be elected at the Meeting; the failure of the Brookfield investment to close; legal actions or proceedings, including those pertaining to the Brookfield investment; the appointment of any slate of directors proposed by Mangrove/Bluescape and the subsequent termination of the Brookfield investment by the Company; our Alberta hydro assets not achieving their anticipated value, cash flows or adjusted EBITDA once the applicable power purchase arrangement has expired; changes to the expected life extension of our coal fleet and anticipated financial results generated on conversion; and other risks and uncertainties contained in the Company’s Circular dated March 26, 2019 and its annual information form and management’s discussion and analysis for the year ended December 31, 2018. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described, or might not occur at all. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.Certain financial information contained in this news release, including adjusted EBITDA in respect of the Brookfield investment, may not be standard measures defined under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures presented by other entities. These measures should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. For further information on the calculation of adjusted EBITDA in respect of the Brookfield investment and how it is calculated with regard to the exchangeable securities to be issued, see the Company’s material change report dated March 26, 2019 and a complete copy of the investment agreement with Brookfield, filed under the Company’s profile with the Canadian securities regulators on www.sedar.com and the Securities and Exchange Commission on www.sec.gov.
TransAlta Corporation (TransAlta or the Company) (TSX:TA) (NYSE:TAC) said today it has received notice under its Advance Notice By-Law that Mangrove Partners intends to nominate five candidates for election to the Company’s Board of Directors at TransAlta’s upcoming Annual and Special Meeting of Shareholders (the Meeting).
TransAlta said it will review Mangrove’s notice, consider the suitability of its nominees and communicate more fully with its shareholder in due course.
Earlier today, TransAlta announced a strategic $750 million investment by Brookfield Renewable Partners and its institutional partners (collectively Brookfield) that crystalizes the value of the Company’s Hydro Assets, enhances its financial position to execute its strategy, and accelerates the opportunity to return capital to shareholders. This investment will ensure TransAlta will transition to 100% clean energy by 2025. In addition, Brookfield has committed to purchase TransAlta common shares on the open market to increase its share ownership in TransAlta to 9%.
As part of today’s announcement, TransAlta said it will include two experienced Brookfield nominees, Harry Goldgut and Richard Legault, as well as Robert Flexon, former CEO of Dynegy, on its slate of directors for election at the Meeting. Mr. Goldgut, Mr. Legault and Mr. Flexon have impressive track records in renewable energy, thermal energy, infrastructure and value creation in rapidly evolving electricity markets.
Finally, in addition to bringing this exceptional expertise onto the TransAlta board, TransAlta also announced it and Brookfield will form a joint operating committee, for a period of six years, to focus on optimizing the operations and maximizing the value of TransAlta’s Hydro Assets. The committee will consist of two Brookfield members, who are not nominees to the Board, with expertise in hydro facility management and two TransAlta members. Combined with work TransAlta has already done with an internationally respected management consultancy firm to streamline its operations resulting in additions to annual gross margin and reductions to annual operating expenses and capital by approximately $70 million, the Company continues to strengthen its operational performance at the same time that it is advancing its transition to clean energy and growth strategy.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words expect, anticipate, continue, estimate, may, will, project, should, propose, plans, intends and similar expressions are intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to: the Meeting; the investment by Brookfield; ability of the investment to enhance the Company’s financial position and ability to execute the strategy; the transition to 100% clean energy by 2025; Brookfield increasing its share ownership in TransAlta to 9%; the formation of a joint operating committee; continued operational improvements; and advancements in the Company’s strategy relating to clean energy and growth. These statements are based on TransAlta’s belief and assumptions based on information available at the time the assumptions were made, including assumptions pertaining to: the election of the Brookfield nominees, the closing of the Brookfield investment and no significant changes to regulatory or market environments. The forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: the failure of the Company’s nominees to be elected at the 2019 annual and special meeting of shareholders; the failure of the Brookfield investment to close; legal actions or proceedings, including those pertaining to the Brookfield investment; the appointment of the slate of directors proposed by Mangrove Partners and the subsequent termination of the Brookfield investment by the Board; and other risk factors contained in the Company’s annual information form and management’s discussion and analysis. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reflect TransAlta’s expectations only as of the date of this news release. TransAlta disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Brookfield Makes $750 Million Investment to Advance TransAlta’s Transition to Clean Energy
TransAlta to host Investor Conference Call at 7:00 AM MDT
All figures in Canadian dollars
Calgary, March 25, 2019 TransAlta Corporation (TransAlta or the Company) (TSX: TA) (NYSE: TAC) announced today an investment by Brookfield Renewable Partners and its institutional partners (collectively Brookfield) that crystalizes the value of its Hydro Assets, enhances its financial position to execute its strategy, and accelerates the opportunity to return capital to shareholders. This investment will ensure TransAlta will transition to 100% clean energy by 2025.
Under the terms of the agreement, Brookfield will invest $750 million in TransAlta (the Investment) through the purchase of exchangeable securities (described below), which will be convertible into an equity ownership interest in TransAlta’s Alberta Hydro Assets in the future at a value based on a multiple of the future Hydro Assets EBITDA. In addition, Brookfield has committed to purchase TransAlta common shares on the open market to increase its share ownership in TransAlta to 9%. TransAlta will include two experienced Brookfield nominees, Harry Goldgut and Richard Legault, on its slate of directors for election at the upcoming 2019 Annual and Special Meeting of shareholders (the 2019 Meeting). TransAlta and Brookfield intend to work together to complete TransAlta’s transition to clean energy, maximize the value of the Hydro Assets, and create long-term shareholder value.
TransAlta also announced today that Robert Flexon, former CEO of Dynegy, has agreed to stand for election at the 2019 Meeting, bringing with him critical leadership skills and experience from the independent power-producing industry in the US.
Investment Highlights
Significant $750 million capital injection TransAlta will direct $350 million to advance the Company’s coal to gas transition strategy, up to $250 million to buy back shares over three years, and the remainder to advance the development of existing and new growth projects and for general corporate purposes. This funding, combined with internally generated cash flow, allows TransAlta to advance its coal-to-gas strategy, continue to grow, return some capital to shareholders, and meet its target of repaying the $400 million medium term notes due in November 2020.
Recognizes the future value of TransAlta’s Alberta Hydro Assets by valuing the company’s Hydro operations based on the higher cash flows expected to be generated following expiry of the Alberta power purchase arrangement in 2020, while still maintaining a majority ownership position and future upside for TransAlta and its shareholders.
Creates a long-term cornerstone shareholder Brookfield’s long-term investment in exchangeable securities, combined with its share ownership in the Company, provides TransAlta with increased stability and support to execute on its strategy for the benefit of all shareholders.
Strengthens operating capabilities with the creation of a joint TransAlta/Brookfield operating committee with representatives from both companies to provide advice in connection with hydro operations to maximize the value of the Company’s Hydro Assets.
Accelerates return of capital to shareholders through the Company’s commitment to return up to $250 million to shareholders through share purchases within three years by way of a substantial issuer bid (SIB) or through the normal course issuer bid program.
Adds extensive renewables experience and expertise to the TransAlta Board of Directors the addition of Harry Goldgut and Richard Legault will enhance and complement the current mix of skills, experience and tenure on the TransAlta Board.
RBC Global Asset Management Inc., TransAlta’s largest shareholder at 12.4%, is supportive of the strategic Investment and has committed to supporting TransAlta’s slate of director nominees at the upcoming 2019 Meeting.
Brookfield’s investment is a strong endorsement of TransAlta’s strategy and future value,- said Dawn Farrell, President and Chief Executive Officer. By crystallizing the value of our Hydro Assets, we can accelerate the return of capital to shareholders and invest in coal to gas conversions and strategic gas and renewable developments, while still meeting our goal to reduce senior indebtedness to $1.2 billion by the end of 2020. With Brookfield as a cornerstone shareholder, we are well positioned to invest in our business and increase value for shareholders.
We are pleased to partner with TransAlta to accelerate its transition to clean energy and support value creation for all shareholders,- said Sachin Shah, CEO, Brookfield Renewable Partners. We look forward to contributing our capabilities, particularly our long-term expertise in the hydro sector, to enable the company’s growth over the long-term.
Ambassador Gordon Giffin, Chair of the Board of TransAlta, said, In addition to capital and operating expertise, we are adding deep industry experience, expertise and fresh perspectives to our Board. Mr. Goldgut, Mr. Legault and Mr. Flexon have impressive track records in renewable energy, thermal energy, infrastructure and value creation in rapidly evolving electricity markets. Together, we will work to ensure TransAlta’s success as we transform the company into a clean energy leader.
Harry Goldgut is a Vice Chair in Brookfield’s Renewable Power and Infrastructure Groups. Mr. Goldgut has played a key role in the acquisition of the majority of Brookfield’s renewable power assets and has been involved in the restructuring of the electricity market in Ontario as a member of the Electricity Market Design Committee and the Clean Energy Task Force.
Richard Legault is a Vice Chair in Brookfield’s Renewable Power Group and served as the CEO of Brookfield Renewable Partners until August 2015. During his 28 years at Brookfield, Mr. Legault led the development and expansion of Brookfield’s renewable business in North and South America, and Europe. He also served as CFO at Brookfield Asset Management from 2000 to 2001.
Robert Flexon was the President and Chief Executive Officer of Dynegy Inc. from 2011 until its acquisition by Vistra Energy Corp. in April 2018. Dynegy was a U.S. independent power producer engaged in the operation of power generating facilities and was previously listed on the NYSE.
Investment Details & Use of Proceeds
In concluding that the Investment is in the best interests of the Company and its shareholders, the TransAlta board of directors received the recommendation of its independent special committee formed to evaluate and oversee the negotiations of the transaction and the analysis and advice from its financial advisor, CIBC World Markets Inc., and its legal advisor, Davies Ward Phillips & Vineberg LLP.
Key terms of the agreement include:
The Investment will occur in two tranches, $350 million at closing, expected in May 2019, in the form of Exchangeable Debentures, and $400 million at a second closing in October 2020 in the form of Redeemable Preferred Shares (together, the Exchangeable Securities). Both securities will have an annual coupon rate of 7.0% and will be convertible into an equity interest in an entity holding the hydro assets after December 31, 2024.
After December 31, 2024, Brookfield has the right to exchange the Exchangeable Securities into an equity ownership interest in an entity to be formed that will hold the Company’s Alberta Hydro Assets, as follows:
The value of the Hydro Assets will be calculated based on a multiple of 13 times the average annual EBITDA generated by the Hydro Assets less $10 million per year of sustaining capex over the most recent three fiscal years prior to conversion, less an adjustment for tax, calculated in the manner specified in the exchangeable security provisions (Hydro Assets EBITDA). The maximum equity interest Brookfield can own with respect to the Hydro Assets is 49%. Based on the Company’s estimates of the Hydro Assets future EBITDA, Brookfield’s $750 million is expected to convert into an approximately 30 35% interest in the entity holding the Hydro Assets.
If Brookfield’s ownership interest is less than 49% at conversion, Brookfield has a one-time option payable in cash to increase its ownership to up to 49%, exercisable up until December 31, 2028, and provided Brookfield holds at least 8.5% of TransAlta’s common shares. Under this top-up option, Brookfield will be able to acquire an additional 10% interest in the entity holding the Hydro Assets, provided the 20-day volume-weighted average price (VWAP) of TransAlta’s common shares is not less than $14 per share prior to the exercise of the option, and up to the full 49% if the 20-day VWAP of TransAlta’s common shares at that time is not less than $17 per share.
To the extent the value of the Investment would exceed a 49% equity interest, Brookfield will be entitled to receive the balance of the redemption price in cash.
If Brookfield chooses not to exercise its right to exchange its Investment as outlined above, TransAlta has the right after December 31, 2028 to redeem for cash all or any portion of the Exchangeable Securities for the original subscription price, plus any accrued but unpaid interest or dividends payable, provided the minimum proceeds to Brookfield for each redemption (other than the final redemption) is not less than $100 million and provided all Exchangeable Securities must be redeemed within 36 months of the first optional redemption.
Brookfield has agreed to increase its equity ownership in TransAlta from its current position of approximately 4.9% of the outstanding common shares, to 9% on the open market over two years following closing of the transaction, provided Brookfield is not obliged to purchase common shares of TransAlta at a price of more than $10 per share.
TransAlta has paid a non-refundable structuring fee of $7.5 million (1%) of the Investment to Brookfield on signing of the investment agreement. TransAlta has also agreed to pay an additional $15 million (2%) commitment (the Commitment Fee) upon closing of the first tranche of the Investment.
While Brookfield owns the Exchangeable Securities, it has the right to nominate two members for election to the TransAlta Board at each annual meeting of shareholders. If Brookfield’s nominees to the Board are not elected at the 2019 Meeting or any subsequent meeting, Brookfield’s obligation to increase and maintain its holding of common shares at 9% and its standstill and lock-up obligations (described below) will be suspended until the date that its nominees are elected or appointed to the Board.
Brookfield has agreed to standstill commitments for a three-year period from the date the first tranche is funded, with customary exceptions. It has also agreed to vote in favour of the Company’s director nominees and in accordance with any recommendations of the Board at any meeting of the shareholders of the Company, for a minimum of three years and subject to extension for so long as it has nominees on the Board.
Brookfield has also agreed to a lock-up which prohibits the sale of common shares or Exchangeable Securities, subject to certain exclusions, until December 31, 2023.
The Redeemable Preferred Shares are perpetual and will rank on equal footing with respect to all existing series of first preferred shares of the Company with respect to distributions and liquidation preference. The Exchangeable Debentures have a 20-year term, are unsecured and will rank subordinate to all existing and future secured and senior unsecured indebtedness of the Company, including the Company’s existing credit facility. The Company’s obligations under the Exchangeable Securities will not be guaranteed by any of its subsidiaries.
TransAlta and Brookfield will form a joint operating committee, for a period of six years, focused on optimizing the operations and maximizing the value of the Hydro Assets. The committee will consist of two Brookfield members, who are not nominees to the Board, with expertise in hydro facility management and two TransAlta members. Brookfield will receive a management fee of $1.5 million per year for six years as compensation for its work on the committee. TransAlta has the option to extend this arrangement for an additional two years.
The Investment is expected to close three business days after TransAlta’s 2019 Meeting, scheduled for April 26, 2019. The transaction is subject to certain customary closing conditions. In addition, if two or more directors (excluding the Brookfield nominees) are elected as directors at the 2019 Meeting who are not among the Company’s nominees recommended in the Company’s proxy circular for election to the Board at the 2019 Meeting, then the Company may elect to delay the first funding to a date that is not later than the 30th day following the date of the 2019 Meeting. If the Company elects to not proceed with the Investment, upon payment of the Commitment Fee, the agreement automatically terminates, and no party will have any liability to the other.
In accordance with good governance practices, the Board established a special committee of independent directors, comprised of Ambassador Gordon Giffin, Alan Fohrer and Beverlee Park (the Special Committee), to review, consider, and evaluate the proposed Investment, and make recommendations to the Board. The Special Committee and, ultimately, the full Board, unanimously concluded that the Investment is in the best interests of the Company and its shareholders.
In connection with evaluating and negotiating the proposed Investment and determining that the Investment is in the best interests of the Company and its shareholders, the Special Committee and the Board considered a number of factors and received and relied on analysis and advice provided by CIBC World Markets Inc. and Davies Ward Phillips & Vineberg LLP.CIBC’s advice included an analysis of (i) the material financial terms of the proposed Investment, taking into account recent precedent transactions and comparable financings, securities or other transactions having features similar to the Investment, the implied value attributable to the equity interests in the Hydro Assets entity upon exchange of the Exchangeable Securities in certain circumstances, and the pro forma impact of a potential substantial issuer bid, (ii) TransAlta’s funding options and capital needs, (iii) specific alternatives for the Company’s coal to gas conversion strategy, (iv) other broader funding requirements, and (v) pro forma credit metrics arising from the financing alternatives considered and credit rating considerations.
Further Information
Additional details about the proposed Investment by, and TransAlta’s strategic arrangement with, Brookfield will be available in the Company’s material change report, available on www.sedar.com and www.sec.gov by March 26, 2019. A copy of the Investment Agreement will be included with the material change report. This press release is only a summary of certain principal terms of the Investment and is qualified in its entirety by reference to the more detailed information contained in our material change report and the Investment Agreement. Shareholders are urged to read those materials carefully.
As previously announced, the Company’s annual general and special meeting of shareholders is scheduled to be held at 10:30 a.m. (Calgary time) on April 26, 2019 at the TELUS Convention Centre in Calgary, Alberta. Shareholders are not being asked to take any action with respect to the 2019 Meeting at this time. The Company anticipates filing and mailing its Notice of Annual and Special Meeting and Management Proxy Circular for the 2019 Meeting by April 1, 2019, which will include full information concerning management’s proposed nominees for election to the TransAlta Board.
Conference Call Details
TransAlta will hold a conference call and webcast at 7:00 a.m. MDT (9:00 a.m. EDT) today, March 25, 2019, to discuss the strategic investment. The call will begin with a short address by Dawn Farrell, President and CEO, followed by a question and answer period for investment analysts and investors. Please contact the conference operator five minutes prior to the call, noting TransAlta Corporation as the company and Sally Taylor as moderator.
Dial-in numbers:
Toll-free North American participants call: 1-888-231-8191
Outside of Canada & USA call: 1-647-427-7450
A link to the live webcast will be available on the Investor Centre section of TransAlta’s website at https://transalta.com/powering-investors/events-and-presentations. If you are unable to participate in the call, the instant replay is accessible at 1-855-859-2056 (Canada and USA toll free) with TransAlta pass code 3238069 followed by the # sign. A transcript of the broadcast will be posted on TransAlta’s website once it becomes available.
About TransAlta Corporation:
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
Forward Looking Disclaimer
This News Release includes forward-looking information, within the meaning of applicable Canadian securities laws, and forward-looking statements, within the meaning of applicable United States securities laws, including the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as forward-looking statements). All forward-looking statements are based on our beliefs as well as assumptions based on information available at the time the assumption was made and on management’s experience and perception of historical trends, current conditions, results and expected future developments, as well as other factors deemed appropriate in the circumstances. Forward-looking statements are not facts, but only predictions and generally can be identified by the use of statements that include phrases such as may, will, can; could, would, shall, believe, expect, estimate, anticipate, intend, plan, forecast foresee, potential, enable, continue or other comparable terminology. These statements are not guarantees of our future performance, events or results and are subject to a number of significant risks, uncertainties and other important factors that could cause our actual performance, events or results to be materially different from that set out in the forward-looking statements.
In particular, this News Release contains forward-looking statements including, but not limited to, statements relating to the strategic Investment by and partnership with Brookfield, or its affiliated entities; the timing and probability for completing the proposed Investment; the expected benefits to the Company and its shareholders following the completion of the Investment; the Company’s future ownership levels in or level of control over the Alberta hydro assets; the anticipated timing, costs and benefits of TransAlta’s coal-to-gas conversion strategy; the timing, terms and probability of returning capital to shareholders; the ongoing objectives and strategies of the Company, including as it pertains to reducing debt, growing the renewables business, maintaining, realizing and maximizing the value of the hydro assets and converting coal-fired units to natural gas fired units; Brookfield increasing and maintaining its share ownership in the Company; the appointment of two Brookfield nominees and Mr. Robert Flexon to the Board of Directors of the Company at the 2019 Meeting and the expected benefits to be realized from such appointments or any replacement directors; the use of proceeds from the Investment, including directing $350 million to advance the Company’s coal to gas transition strategy and up to $250 million to buy back shares; the expected higher cash flow and anticipated adjusted EBITDA to be generated by the Alberta Hydro Assets following expiry of the power purchase arrangement in 2020 or upon conversion of the Exchangeable Securities; the expected benefits of Brookfield being a cornerstone shareholder; the Company’s ongoing objectives, strategies and outlook for 2019 and subsequent periods; changes to our relationship with or the ownership of securities by Brookfield or its affiliates or other shareholders; legislative, regulatory and political uncertainty in the jurisdictions in which we operate; and the filing and mailing date of the Management Proxy Circular, the date of the 2019 Meeting and its outcome. The forward-looking statements contained in this News Release are based on many assumptions including, but not limited to, the following material assumptions: no significant changes to applicable laws, including any tax and regulatory changes in the markets in which we operate; the anticipated structure and framework of an Alberta capacity market in the future; no material adverse impacts to the investment, securities and credit markets; assumptions referenced in our 2019 guidance; the closing of the Investment occurring following the Meeting and the outcome of the 2019 Meeting; our Alberta hydro assets achieving their anticipated value, cash flows and EBITDA once the applicable power purchase arrangement has expired; no material decline in the dividends expected to be received from TransAlta Renewables Inc.; the expected life extension of the coal fleet and anticipated financial results generated on conversion; assumptions regarding the ability of the converted units to successfully compete in the expected Alberta capacity market; assumptions regarding our current strategy and priorities, including as it pertains to our coal-to-gas conversions, growing TransAlta Renewables Inc., maintaining and realizing the value of our hydro assets and being able to realize the full economic benefit from the capacity, energy and ancillary services from our Alberta Hydro Assets once the applicable power purchase arrangement has expired; and assumptions relating to the completion of the strategic partnership with and Investment by Brookfield and proposed substantial or normal course issuer bids.
The material factors and assumptions used in the preparation of the forward-looking statements contained herein, which may prove to be incorrect, include, but are not limited to, the assumptions set forth herein and in management’s discussion and analysis and the Company’s annual information form dated as of February 26, 2019. By their nature, forward-looking statements are not guarantees of future performance, events, results or actions and are subject to a number of significant risks, uncertainties, assumptions and factors that could cause our actual plans, performance, results or outcomes to differ materially from the forward-looking statement. Factors that may adversely impact what is expressed or implied by forward-looking statements contained in this News Release include, but are not limited to, risks relating to: fluctuations in demand, market prices and the availability of fuel supplies required to generate electricity; changes in demand for electricity and capacity and our ability to contract our generation for prices that will provide expected returns and replace contracts as they expire; changes in the current or anticipated legislative, regulatory and political environments in the jurisdictions in which we operate; environmental requirements and changes in, or liabilities under, these requirements; risks to our ability to close the Investment by Brookfield, including the Company exercising its rights to terminate the transaction following the 2019 Meeting; and the failure of the conditions precedent to the investment to be satisfied; potential legal disputes or proceedings, including as it pertains to the Investment; the inability to complete the share buy-backs within the timeline or on the terms anticipated or at all, including the conditions to any bid, any bid not having the effects or benefits anticipated, the extent to which shareholders tender shares to any bid and the price or prices at which any shares are tendered; risks associated with the calculation of the Hydro Assets EBITDA, including non-financial measures included in the calculation of the Hydro Assets EBITDA, for purposes of valuing the Investment and upon the exchange of Exchangeable Securities; the anticipated benefits of the hydro assets operating committee not materializing; the timing and value of Brookfield’s exchange of Exchangeable Securities and the amount of equity interest in the Hydro Assets resulting therefrom, including as a result of the top-up option; risks associated with the impact of the Investment on the Company’s shareholders and debtholders or its credit ratings; the Company’s inability to redeem the Exchangeable Securities after December 31, 2018 due to changing circumstances or otherwise; the costs of the Investment exceeding its anticipated value; changes in general economic conditions including interest rates; operational risks involving our facilities, including unplanned outages at such facilities and our ability to return these facilities to service in a timely manner; our ability to conduct the repair and maintenance to our facilities, either directly or through a third party, in a timely and cost efficient manner; disruptions in the transmission and distribution of electricity; the effects of weather and other climate-change related risks; unexpected increases in cost structure; disruptions in the source of fuels, including solar, water or wind resources required to operate our facilities; failure to meet financial expectations; natural or man-made disasters, including those resulting in dam or dyke failures; the threat of domestic terrorism and cyber-attacks; equipment failure and our ability to carry out or have completed the repairs in a cost-effective manner or timely manner; commodity risk management and energy trading risks; industry risk and competition; the need to engage or rely on certain stakeholder groups and third parties; fluctuations in the value of foreign currencies and foreign political risks; the need for and availability of additional financing and our ability to obtain such financing at competitive rates or at all; structural subordination of securities; counterparty credit risk; changes in credit and market conditions; changes to our relationship with, or ownership of, TransAlta Renewables Inc.; changes to our relationship with, or the securities ownership held by, Brookfield or its affiliates or other shareholders; risks associated with development projects and acquisitions, including capital costs, permitting, labour and engineering risks; increased costs or delays in the construction or commissioning of pipelines to converted units; changes in expectations in the payment of future dividends, including from TransAlta Renewables Inc.; inadequacy or unavailability of insurance coverage; the effect of a credit rating downgrade on our energy marketing business and the impact on our financing costs; our provision for income taxes; legal, regulatory and contractual disputes and proceedings involving the Company; outcomes of investigations and disputes; reliance on key personnel; labour relations matters; and development projects and acquisitions.
Readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on them, which reflect the Company’s expectations only as of the date hereof. The forward-looking statements included in this News Release are made only as of the date hereof and we do not undertake to publicly update these forward-looking statements to reflect new information, future events or otherwise, except as required by applicable laws. In light of these risks, uncertainties and assumptions, the forward-looking statements might occur to a different extent or at a different time than we have described or might not occur at all. We cannot assure that projected results or events will be achieved.
Certain financial information contained in this News Release, including EBITDA, may not be standard measures defined under International Financial Reporting Standards (IFRS) and may not be comparable to similar measures presented by other entities. For further information on the calculation of EBITDA in respect of the Investment and how it is calculated with regard to the Exchangeable Securities, reference can be made to the Material Change Report and the Investment Agreement, to be filed with the Canadian securities regulators on www.sedar.com and furnished with the Securities and Exchange Commission on www.edgar.com
TransAlta Corporation (TransAlta or the Company) (TSX:TA) (NYSE:TAC) acknowledged the joint 13D filing made today by Mangrove Partners, a New York-based investment manager, and Bluescape Energy Partners/Cove Key Bluescape, a U.S.-based private investment firm.
TransAlta values constructive input from all of our shareholders, including Mangrove and Bluescape,- said Ambassador Gordon D. Giffin, Chair of the Board of TransAlta. We have spoken to Mangrove and Bluescape and will continue to engage in discussions with them as we carefully consider their views. We will update shareholders in due course.
About TransAlta Corporation:
TransAlta owns, operates and develops a diverse fleet of electrical power generation assets in Canada, the United States and Australia with a focus on long-term shareholder value. We provide municipalities, medium and large industries, businesses and utility customers clean, affordable, energy efficient, and reliable power. Today, we are one of Canada’s largest producers of wind power and Alberta’s largest producer of hydro-electric power. For over 100 years, TransAlta has been a responsible operator and a proud community-member where its employees work and live. TransAlta aligns its corporate goals with the UN Sustainable Development Goals and we have been recognized by CDP (formerly Climate Disclosure Project) as an industry leader on Climate Change Management. We are also proud to have achieved the Silver level PAR (Progressive Aboriginal Relations) designation by the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at transalta.com.
