Macquarie Power & Infrastructure Income Fund Completes Acquisition of Clean Power Income Fund
TORONTO, ONTARIO (June 27, 2007) – Macquarie Power & Infrastructure Income Fund (TSX: MPT.UN – “MPT” or the “Fund”) today announced that it has successfully completed its acquisition of Clean Power Income Fund (“CPIF”).
On June 26, 2007, following the payment by MPT for the 25,931,644 units of CPIF (“CPIF Units”) deposited under MPT’s offer to purchase dated May 18, 2007 (the “Offer”), MPT completed the subsequent acquisition transaction described in its take-over bid circular dated May 18, 2007 (the “Circular”). Pursuant to the subsequent acquisition transaction, all but one of the 35,847,828 issued and outstanding CPIF Units were redeemed in exchange for a redemption price equal in value to, and in the same form as, the consideration offered under the Offer. The sole remaining issued and outstanding CPIF Unit is held by MPT.
For each CPIF Unit deposited under the Offer and each CPIF Unit redeemed pursuant to the subsequent acquisition transaction, 0.5581 of a MPT trust unit (a “MPT Unit”) and one contingency value receipt (a “CVR”) was issued, as described in the Circular.
As disclosed in the Circular, CPIF Unitholders who are, or who appeared to MPT to be, resident in jurisdictions outside of Canada were not entitled to receive MPT Units or CVRs in connection with the Offer or the subsequent acquisition transaction, unless it was established to the satisfaction of MPT, whose determination was final and binding, that the MPT Units and CVRs could be offered and delivered in the applicable non-Canadian jurisdiction on a basis acceptable to MPT in its sole discretion. All MPT Units otherwise payable to CPIF Unitholders who were unable to satisfy MPT on such a basis will be sold through the facilities of the Toronto Stock Exchange, through a registered broker or investment dealer. A CPIF Unitholder whose MPT Units are to be sold in such a manner will be forwarded a payment in cash in an amount equal to such CPIF 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 practicable after completion of such sale or sales.
In effecting the sale of MPT Units as described above, the registered broker or investment dealer will exercise its sole judgment as to the timing and manner of any sale or sales and will not be obligated to seek or obtain a minimum price. The sale price of such MPT Units will fluctuate with the market price of the MPT Units and no assurance can be given that any particular amount will be received upon any such sale.
In addition, the CVRs otherwise distributable to such CPIF Unitholders who are, or who appeared to MPT to be, resident in jurisdictions outside of Canada will be issued to an escrow agent until payment, if any, on the CVRs is made, at which time each such CPIF Unitholder will be forwarded a payment in cash in an amount equal to such CPIF Unitholder's pro rata portion of the payment amount, if any, net of all costs related to such arrangements and any applicable withholding taxes.
As a result of the completion of the subsequent acquisition transaction, the outstanding 6.75% convertible debentures that were issued by CPIF have become obligations of MPT and are expected to begin trading on the Toronto Stock Exchange on or about Friday, June 29, 2007 under the symbol MPT.DB.
As CPIF is now wholly-owned by MPT, CPIF will be applying to have the CPIF Units de-listed from the Toronto Stock Exchange and will be taking steps to give notice and obtain appropriate orders to permit CPIF to cease being a reporting issuer under Canadian securities legislation. MPT also announced today that the trustees of Clean Power Operating Trust (“CPOT”), the sole beneficiary of which was Clean Power Income Fund, resigned and were replaced by the individuals currently on MPT’s board as well as the President and Chief Executive Officer of MPT.
About Macquarie Power & Infrastructure Income Fund
Macquarie Power & Infrastructure Income Fund invests in essential infrastructure assets with an emphasis on power infrastructure. MPT’s strategy is to acquire and actively manage a diverse, high quality portfolio of infrastructure assets to improve their financial performance and provide growing and sustainable distributions to unitholders. MPT’s portfolio includes investments in gas cogeneration, wind, hydro and biomass power generating facilities, totalling 459 MW of installed capacity, and a 45% indirect interest in Leisureworld Senior Care LP, a leading provider of long-term care, or social infrastructure, in Ontario. 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.
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 MPT Units and CVRs issued in connection with the Offer or the subsequent acquisition 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:
Tel: (416) 649 1325