LS Power and
Global Infrastructure Partners Jointly Propose
Acquisition of TransAlta for C$39 per Share
Proposal
would provide a 21 percent premium to TransAlta shareholders
as of the close of markets on Friday July 18, 2008
TransAlta
headquarters and corporate infrastructure would remain in
Alberta
Support of
TransAlta Board of Directors and management sought for
transaction.
New York
City, U.S.A. (July 21, 2008) — LS Power Equity Partners
(LS Power) and Global Infrastructure Partners (GIP) today
announced that they have jointly made a proposal (see letter
attached) to TransAlta Corporation (TSX:TA, NYSE:TAC) to
acquire all outstanding TransAlta common stock for a price
per share of C$39 in an all-cash transaction. The proposal
represents a 21 percent premium above the closing price of
TransAlta common stock on July 18, 2008 and a premium to the
stock’s 52-week (and all time) high.
“We have a
great deal of respect for TransAlta, its employees, its
Board of Directors, its management team led by Steve Snyder,
and its heritage. Furthermore, we have confidence in the
underlying value proposition that TransAlta’s business
provides,” said James Bartlett, President of LS Power Equity
Advisors, LLC, speaking on behalf of LS Power and GIP. “To
that end, we believe that our proposal for TransAlta
provides shareholders with compelling value. It also
provides continuity for the company’s customers, employees,
management and communities where it operates.”
LS Power and
its affiliates are shareholders of TransAlta and currently
hold approximately nine (9) percent of TransAlta’s common
stock. This proposal is being made public pursuant to US
securities regulations.
Compelling
proposal
The proposed
transaction offers TransAlta shareholders compelling value.
This fact, coupled with the commitment to maintaining
TransAlta’s well-deserved status as a corporate leader in
the Albertan and Canadian business communities, makes this
an attractive proposal for all stakeholders. TransAlta
would continue on a business-as-usual basis, headquartered
in Calgary.
LS Power and
GIP are committed to working closely with TransAlta’s Board
of Directors and management as they evaluate this proposal.
The goal is to successfully complete a consensual,
negotiated transaction that is supported by the TransAlta
Board of Directors and management.
The right
partners for TransAlta
LS Power is
an experienced owner and operator of power generation assets
throughout the United States. GIP is an organization that
invests in infrastructure companies and assets worldwide.
In a private company structure, with owners taking a
long-term view, TransAlta and its leadership would have
significant flexibility in making strategic investments and
plans that benefit stakeholders.
“We are
convinced that we are the right partners for TransAlta, as
management would have enhanced flexibility to execute
longer-term strategies for growth,” concluded Mr. Bartlett.
Letter sent to
the CEO of TransAlta
About
LS Power
LS Power is a fully integrated power sector focused
development, investment and asset management group with a
proven track record of successful development activities,
operations management and commercial execution. LS Power has
developed gas-fired and coal-fired facilities in various
jurisdictions. LS Power currently owns and is developing a
diverse mix of power generation facilities fueled by natural
gas, coal, and renewable resources, including wind and
solar.
About
Global Infrastructure Partners
Global
Infrastructure Partners is an independent fund that invests
worldwide in infrastructure assets in both OECD and select
emerging market countries. GIP targets investments in single
assets, portfolios of assets, and companies in the energy,
transport, water, and waste management sectors. GIP has
offices in New York, London and Hong Kong and Operational
Headquarters in Stamford, Connecticut. Credit Suisse and
General Electric are the founding investors of GIP.
For
more information please visit:
www.global-infra.com
Cautionary Statement Regarding Forward Looking
Statements and Regarding the Nature and Legal Effect of
the Proposal
Some
information in this news release may be forward-looking.
Implicit in that information are assumptions and
expectations which, although considered reasonable by
us, may prove to be incorrect. Actual future outcomes
and results, including whether our proposal is acted
upon by TransAlta, whether a transaction and the
definitive documentation relating thereto are agreed to
by the parties and whether the conditions relating to
such transaction are satisfied, are subject to a number
of risks and uncertainties, and could differ materially
from what is currently proposed or planned as described
herein. You should not place undue importance on
forward-looking information. While we may elect to, we
are under no obligation and do not undertake to update
this information at any particular time.
The
non-binding proposal is subject to, among other things,
the satisfactory completion of confirmatory due
diligence, the negotiation and execution of a definitive
agreement on mutually agreeable terms and the receipt of
any necessary corporate and other third party approvals,
including the approval of TransAlta's Board of Directors
and shareholders. No binding obligation will arise with
respect to the proposed transaction unless and until a
definitive agreement with TransAlta has been executed
and delivered.
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