Business & Finance
Business and Finance
Business and Finance
Tue, October 4, 2011
Mon, October 3, 2011 
MONTREAL, Oct. 3, 2011 /CNW Telbec/ - Valener Inc. ("Valener") (TSX: VNR) today announced that its board of directors has approved the adoption of a shareholder rights plan (the "Rights Plan") designed to encourage the fair and equal treatment of shareholders in connection with any takeover bid for the outstanding common shares of Valener.
The Rights Plan is intended to provide Valener's board with adequate time to assess a takeover bid, to consider alternatives to a takeover bid and to provide Valener's shareholders with time to assess a takeover bid, in the event that a takeover bid is made for Valener's common shares in the future. The Rights Plan is similar to those adopted by other Canadian companies.
According to the terms set out in the Rights Plan, offers that satisfy certain minimum standards designed to protect shareholder interests will be considered to be "Permitted Bids". Specifically, a Permitted Bid must be made by way of a takeover bid circular that is in conformity with the applicable securities laws, must be made to all existing shareholders of Valener, must be outstanding for a minimum period of 60 days, and must satisfy certain other conditions.
As per the terms of the Rights Plan, Valener issued and attached one right ("Right") to each outstanding common share of Valener that is held by registered shareholders as of close of business on September 30, 2011. In the event that an unsolicited takeover bid does not meet the applicable requirements to be deemed a Permitted Bid, these Rights will grant shareholders, other than the acquiring person and its affiliates, associates and joint actors, the opportunity to acquire common shares of Valener at a significant discount to the prevailing market price of the common shares.
Valener's board is not aware of any specific takeover bid for Valener that has been made or is contemplated, and no person or group presently holds 20% or more of Valener's common shares.
Valener intends to submit the Rights Plan to its shareholders for ratification at Valener's next annual meeting, scheduled for March 14, 2012. In the event that the Rights Plan is not ratified by Valener's shareholders at this meeting, the Rights Plan and all of the Rights outstanding at the time will terminate.
A copy of the Rights Plan will be filed shortly on SEDAR at [ www.sedar.com ], and can also be obtained from Valener upon written request.
Overview of Valener
Valener owns an economic interest of approximately 29% in Gaz Métro Limited Partnership ("Gaz Metro"). Valener therefore has a stake in the energy industry and benefits from Gaz Métro's diversified profile, both in terms of geography and business segment. Valener also owns an indirect interest of 24.5% in the wind power projects jointly developed by Beaupré Éole General Partnership and Boralex Inc. on the private lands of Séminaire de Québec. Valener may also pursue its own development projects and acquisition strategies subject to a non-competition agreement in favour of Gaz Métro and to applicable limitations under its credit facility. Valener's common shares are listed on the Toronto Stock Exchange under the "VNR" trading symbol. [ www.valener.com ].
Cautionary note regarding forward-looking statements
Certain statements contained in this press release may be forward-looking pursuant to applicable securities laws. Such forward-looking statements reflect Valener's view with respect to the operation of the Rights Plan and the timing of its ratification by Valener's shareholders, as the case may be. Forward-looking statements involve known and unknown risks and uncertainties and other factors outside Valener's control. A number of factors could cause the operation of the Rights Plan to differ materially from the current expectations as expressed in the forward-looking statements.
Although these forward-looking statements are based upon what Valener believes to be reasonable assumptions, Valener cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Valener assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws. You are cautioned not to place undue reliance on these forward-looking statements.
