Update on the Announced Transaction With Noverco
June 3, 2019

MONTRÉAL, June 03, 2019 (GLOBE NEWSWIRE) — Valener Inc. (“Valener”) (TSX: VNR) (TSX: VNR.PR.A) the public investment vehicle in Énergir, L.P. is pleased to announce that Institutional Shareholder Services (“ISS“) has recommended that Valener shareholders vote FOR the acquisition of Valener by Noverco Inc. (“Noverco”) (the “Announced Transaction“) pursuant to the Arrangement Agreement publicly announced on March 27, 2019 (the “Arrangement“) at the Special Meeting of Shareholders to be held on June 11, 2019.

ISS is a leading independent proxy advisory firm that, among other services, provides proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

In recommending that holders of Valener’s common and preferred shares vote FOR the Announced Transaction, ISS states that the “proposed transaction makes sense as shareholders will be able to exit their investment at a premium that is significantly above the company’s all-time closing high while the cash consideration provides certainty of value and liquidity. Furthermore, the consideration, which was increased during the negotiation process, is near the midpoint of the valuation range of the formal valuation that was conducted by one of the company’s financial advisors. Given the company’s limited growth outlook, the premium and the positive market reaction, shareholder approval of this resolution is warranted.”

The proxy solicitation agent retained by Valener in this matter, D. F. King Canada, can answer investors’ questions at the following number: 1 800 239-6813. As for the current voting process, shareholders are reminded that they have until June 7, 2019, before 5:00 p.m. (Montreal time) to vote by proxy.

Regulatory process before the Federal Energy Regulatory Commission

Valener and Noverco announce that on May 31, 2019 the Announced Transaction received regulatory approval from the Federal Energy Regulatory Commission. After review, the Federal Energy Regulatory Commission concluded that the Announced Transaction is consistent with the public interest.

Regulatory process before the Vermont Public Utility Commission

Valener and Noverco also announce that the Vermont Public Utility Commission (“VPUC“) held a pre-hearing conference and issued an order on May 31, 2019 establishing a procedural schedule governing the regulatory review process. Under the VPUC’s schedule, an evidentiary hearing is scheduled for July 23, 2019 regarding the request for approval of the Announced Transaction. The hearing will be open to the public and interested parties.

In view of the ongoing VPCU approval process, the effective date of the Arrangement is expected to occur after June 30, 2019, which is after the record date used to determine the identity of the registered common shareholders who will be entitled to receive the quarterly dividend announced by Valener on May 10, 2019. In such event, and in accordance with the Arrangement, the above-mentioned dividend will be payable to the common shareholders. For holders of preferred shares, the record date is July 8, 2019. Incidentally, for holders of preferred shares, the effective date of the Arrangement has less impact, in that if holders of preferred shares vote in favour of the Arrangement on June 11, 2019, the consideration for the preferred shares will include an amount equal to all accrued and unpaid dividends up to but excluding the effective date of the Arrangement.

About Valener

Valener is a public company which serves as the public investment vehicle in Énergir, L.P. Through its investment in Énergir, L.P., Valener offers its shareholders a solid investment in a diversified and largely regulated energy portfolio in Québec and Vermont. As a strategic partner, Valener, on the one hand, contributes to Énergir, L.P.’s growth, and on the other, invests in wind power production in Québec alongside Énergir, L.P. Valener favours energy sources and uses that are innovative, clean, competitive and profitable. Valener’s common shares and preferred shares are listed on the Toronto Stock Exchange under the “VNR” symbol for common shares and under the “VNR.PR.A” symbol for Series A preferred shares. www.valener.com

For additional information:
   
Investors and analysts Media
Mathieu Lepage Catherine Houde
514-598-3035 1-866-598-3449
investors@valener.com  communications@valener.com 
  Twitter: @Energir
  www.energir.com/en/about/media/news/ 

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