Macquarie Power & Infrastructure Income Fund Announces Mailing of Take-Over Bid Circular
TORONTO, ONTARIO (May 18, 2007) – Macquarie Power & Infrastructure Income Fund (TSX:MPT.UN) (“MPT” or the “Fund”) today announced it has mailed a take-over bid circular dated May 18, 2007 (the “Circular”) to unitholders (“CPIF Unitholders”) of Clean Power Income Fund (TSX:CLE.UN) (TSX:CLE.DB) (“CPIF”) and holders of CPIF’s 6.75% convertible debentures (the “Debentures”). MPT previously announced its offer to purchase (the “Offer”), subject to certain terms and conditions, all of CPIF’s outstanding trust units (“CPIF Units”), including CPIF Units that may become issued and outstanding upon the conversion of the Debentures after the date of the Offer and prior to the expiry of the Offer.
MPT has filed the Circular and related documents with the various Canadian securities regulatory authorities. MPT’s Offer will be open for acceptance until 12:01 a.m. (Toronto time) on June 23, 2007, unless withdrawn, varied or extended.
The package mailed to CPIF Unitholders and holders of Debentures includes the trustees’ circular dated May 18, 2007 (the “Trustees’ Circular”) prepared by the Board of Trustees of CPIF’s operating trust, on behalf of CPIF, which unanimously recommends that CPIF Unitholders accept the Offer and deposit their CPIF Units under the Offer.
Under the Offer, CPIF Unitholders are entitled to receive 0.5581 trust units of MPT (“MPT Units”) and one contingency value receipt (a “CVR”) for each CPIF Unit that is validly deposited and not validly withdrawn under the Offer.
The CVRs represent a contingent right of the holders to receive an amount calculated on the basis of 80% of the balance, if any, less certain costs and expenses, of US$7.593 million deposited in an escrow account established by PEET U.S. Holdings Inc.
(“PEET”), currently a subsidiary of CPIF, in connection with its sale of Gas Recovery Systems, LLC (“GRS”), and payments, if any, that might be made by the purchaser of GRS to PEET if the purchaser receives certain refunds from Commonwealth Edison Co. relating to GRS (after certain specified adjustments and deductions for certain payments, claims, costs and expenses).
The Offer is subject to customary conditions, including that greater than 66 2/3% of the CPIF Units that are issued and outstanding at the expiry of the Offer are validly deposited and not validly withdrawn under the Offer.
CPIF Unitholders are urged to read the Circular, the Trustees' Circular and related documents. Questions regarding the Offer and requests for assistance in depositing CPIF Units under the Offer may be directed to Georgeson, the Information Agent for the Offer, at 100 University Avenue, 11th Floor, South Tower, Toronto, Ontario, M5J 2Y1, or toll free within North America at 1-866-682-6164. Copies of the Circular, the Trustees’ Circular and other materials related to the Offer may be obtained without charge from Computershare Investor Services Inc., the Depositary for the Offer, at 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, Attention: Corporate Actions, or toll free within North America at 1-800-564-6253 or by email at email@example.com. Additionally, all materials related to the Offer are available on SEDAR at www.sedar.com.
CPIF Unitholders resident in the United States who deposit their CPIF Units under the Offer will not be entitled to receive MPIIF Units or CVRs. Instead, the MPIIF Units otherwise distributable to U.S. Unitholders will be aggregated and sold outside the U.S., through the facilities of the TSX, through a registered broker or investment dealer. Each Unitholder whose MPIIF Units have been sold in such manner will be forwarded an amount equal to such Unitholder’s pro rata interest in the net proceeds of such sale or sales, after commissions, expenses and any applicable withholding taxes, as soon as reasonably practicable after completion of such sale or sales. In addition, the CVRs otherwise distributable to U.S. Unitholders will be issued to an escrow agent until payment on the CVRs, if any, is made, at which time each such Unitholder will be forwarded payment in an amount equal to such Unitholder’s pro rata portion of the payment amount, if any, net of all costs related to such arrangements and any applicable withholding taxes.
This news release is not a solicitation of a proxy from any security holder of CPIF, nor is it an offer to purchase or a solicitation of an offer to sell securities.
About Macquarie Power & Infrastructure Income Fund
Macquarie Power & Infrastructure Income Fund invests in infrastructure assets with an emphasis on power infrastructure. MPT’s strategy is to acquire and actively manage a high-quality portfolio of long-life infrastructure assets to improve their financial performance and provide growing and sustainable distributions to unitholders for the long term. MPT’s infrastructure portfolio includes Cardinal, a 156MW gas-fired cogeneration power station in Ontario, and a 45% indirect interest in Leisureworld Senior Care LP, a leading long-term care provider in Ontario with over 30 years operating experience. MPT is managed by a wholly-owned subsidiary of Macquarie Bank Limited and a member of the Macquarie group. Please visit www.macquarie.com/mpt for additional information.
About Clean Power Income Fund
Clean Power Income Fund is an open-ended investment trust that is invested in 15 power generating facilities located in Québec, Ontario, Alberta, British Columbia and four U.S. states with a total capacity of 303 MW. Three environmentally preferred technologies --- windpower, waterpower and biomass --- deliver electricity almost exclusively under long-term sales contracts and at minimal to zero fuel cost. CPIF is the first income fund to be certified under the Government of Canada's Environmental ChoiceM Program. More information about Clean Power Income Fund can be found at www.cleanpowerincomefund.com.
Certain statements in this news release may constitute forward-looking statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by such forward-looking statements. Forward-looking statements use such words as “may”, “will”, “anticipate”, “believe”, “expect”, “plan” and other similar terminology. These statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including, but not limited to: the possibility that the Offer may not be completed; the possible delay in the completion of the Offer; that MPT may not acquire any or all of the Units under the Offer and/or the second step transaction to be made upon the completion of the Offer (together, the “Transaction”); the MPT Units and CVRs issued in connection with the Transaction may have a value lower than expected; the businesses of MPT and CPIF may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; and the expected benefits from the acquisition of CPIF’s business may not be fully realized or not realized within the expected time frame by MPT.
The risks and uncertainties described above are not exhaustive and other events and risk factors including risk factors disclosed in MPT’s filings with Canadian securities regulatory authorities could cause actual results to differ materially from the results discussed in the forward-looking statements.
The forward-looking statements contained in this news release are based upon information currently available and what Macquarie Power Management Ltd. (the manager of MPT) currently believes are reasonable assumptions, however MPT and its manager 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 news release, and MPT and its manager assume no obligation to update or revise them to reflect new events or circumstances. MPT and its manager caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made.
For further information, please contact:
Macquarie Power & Infrastructure Income Fund
Tel: (416) 649 1325
Clean Power Income Fund