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TORONTO, March 18, 2019 (GLOBE NEWSWIRE) -- Northland Power Inc. ("Northland") (TSX: NPI) announced today that Northland Power Holdings Inc. has entered into an agreement with Northland and a syndicate of underwriters led by CIBC Capital Markets (collectively the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 32,120,000 common shares (the “Shares”) of Northland held by Northland Power Holdings Inc. and/or other entities controlled, directly or indirectly, by Jim Temerty (collectively the “Selling Shareholder”) at an offering price of $23.35 per Share (the “Offering Price”) for total gross proceeds to the Selling Shareholder of approximately $750 million (the “Offering”). Northland will not receive any proceeds from the Offering.
The Underwriters have also been granted an over-allotment option (the “Over-Allotment Option”) by the Selling Shareholder to purchase up to an additional 4,818,000 Shares from the Selling Shareholder at the Offering Price for additional gross proceeds of approximately $113 million if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised at any time, in whole or in part, for a period of 30 days from the closing date of the Offering.
Mr. Temerty, Chairman of the Board of Northland Power, confirmed that the Offering is being undertaken for estate planning purposes and that he will remain committed to being a long-term shareholder of the Company. "I am very proud of the company’s success,” said Mr. Temerty, Chairman of the Board. “Northland’s management team has done a tremendous job in implementing our growth strategy and I remain very optimistic about the Company’s future prospects".
Upon completion of the Offering and assuming no exercise of the Over-Allotment Option, entities controlled by Jim Temerty will, directly or indirectly, own or control approximately 25,505,884 Shares and 1,000,000 Class A Shares, (together with the Shares, the “Voting Shares”), representing approximately 14.7% of the issued and outstanding Voting Shares. If the Over-Allotment Option is exercised in full, those entities will, directly or indirectly, own or control approximately 12.0% of the issued and outstanding Voting Shares.
A preliminary short form prospectus relating to the Offering will be filed by no later than March 22, 2019 with Canadian securities regulatory authorities in each of the provinces of Canada. The closing of the Offering is expected to occur on or about April 5, 2019, subject to customary closing conditions.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor will there be any sale of these securities, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
ABOUT NORTHLAND POWER
Northland is an independent power producer founded in 1987, and publicly traded since 1997. Northland develops, builds, owns and operates facilities that produce ‘clean’ (natural gas) and ‘green’ (wind, solar, and hydro) energy, providing sustainable long-term value to shareholders, stakeholders, and host communities.
Northland owns or has an economic interest in 2,429 MW (net 2,014 MW) of operating generating capacity and 269 MW of generating capacity under construction, representing the Deutsche Bucht offshore wind project in the North Sea, in addition to its 60% equity stake in the 1,044 MW Hai Long projects under development in Taiwan.
Northland's common shares, Series 1, Series 2 and Series 3 preferred shares and Series C convertible debentures trade on the Toronto Stock Exchange under the symbols NPI, NPI.PR.A, NPI.PR.B, NPI.PR.C and NPI.DB.C, respectively.
Forward-Looking Information
This release contains certain forward-looking statements. Readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “targets,” “projects,” “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These statements may include, without limitation, statements regarding Northland’s expectations or ability to complete any future offerings of securities. These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements. Although these forward-looking statements are based upon management’s current reasonable expectations and assumptions, they are subject to numerous risks and uncertainties. Some of the factors that could cause results or events to differ from current expectations include, but are not limited to, construction risks, counterparty risks, operational risks, foreign exchange rates, regulatory risks, maritime risks for construction and operation, and the variability of revenues from generating facilities powered by intermittent renewable resources and the other factors described in the “Risks and Uncertainties” section of Northland’s 2018 Annual Report and Annual Information Form, both of which can be found at www.sedar.com under Northland's profile and on Northland’s website northlandpower.com. Northland’s actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.
The forward-looking statements contained in this release are based on assumptions that were considered reasonable on date of release. Other than as specifically required by law, Northland undertakes no obligation to update any forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.
For further information, please contact:
Wassem Khalil, Senior Director, Investor Relations & Strategy
+1 (647) 288-1019
investorrelations@northlandpower.com
northlandpower.com