Business & Finance
Business and Finance
Business and Finance
Thu, August 26, 2010
Wed, August 25, 2010 
MONTREAL, Aug. 25 /CNW/ - Boralex Inc. ("Boralex") (TSX:BLX) will be subject to legal action enforcing the required 90% acceptance of Boralex's bid for Boralex Power Income Fund (the "Fund") (TSX: BPT.un), as required by the Trust Agreement of the Fund, which is a fundamental right and protection provided to retail investors and other minority unitholders of the Fund, O'Leary Funds Management LP announced today. In its bid, Boralex is proposing to amend the Trust Agreement to cancel this fundamental minority investor right and protection. The Trust Agreement of the Fund provides that no unitholder that refuses to accept Boralex's bid may have their units compulsorily acquired unless 90% of the units of the Fund held by the offerees to whom the bid was made are tendered into the bid. Any attempt to circumvent the fundamental and important minority protections in the Trust Agreement and deprive retail investors and other minority unitholders of their continuing interest in the Fund is unreasonable, abusive and would be contrary to Quebec law.
"Boralex's revised offer of August 25 continues to be disrespectful of investors, undervalued, inadequate, unfair and abusive. We believe fair value is well above $6.00 per unit, driven mostly by the quality of the hydropower assets and gas-fired plant. Moreover, by attempting to strip away fundamental rights of investors that require a 90% acceptance, we believe Boralex is disrespecting investors and pursuing a transaction that the courts will determine is illegal. The superior option is to NOT TENDER, and retain our investment in the Fund, and we believe unitholders seeking fair value should NOT TENDER, or should WITHDRAW TENDERED UNITS," said Connor O'Brien, the CEO of O'Leary Funds. Unless Boralex puts forward a proposal that is adequate and fair to unitholders, legal action will be commenced before the expiration of the present Boralex bid.
HOW TO WITHDRAW TENDERED UNITS: Unitholders who have tendered into Boralex's bid are urged to contact their advisor, investment dealer, broker or other nominee for assistance to withdraw any Fund units which they have previously deposited pursuant to the Offer. Withdrawals of Fund units deposited must be effected via CDS Clearing and Depository Services Inc., Customer Service 416-365-8400 ([ www.cds.ca ]). A notice of withdrawal of Fund units deposited must actually be received by the depositary in a manner such that the depositary has a written or printed copy of such notice of withdrawal. The withdrawal will take effect upon actual physical receipt by the depositary of the properly completed notice of withdrawal. For further information please consult section 7 of the Offer to Purchase in the original offer dated May 18, 2010. Unitholders wishing to dispose of their Fund units are urged to do so through the Toronto Stock Exchange to gain immediate liquidity for their units.
Davies Ward Phillips & Vineberg LLP has been retained to represent O'Leary Funds in connection with their legal action against Boralex.
