VANCOUVER, BC, March 24, 2021 /CNW/ - Pinnacle Renewable Energy Inc. ("Pinnacle" or the "Company") (TSX: PL) is pleased to announce that leading independent proxy advisory firms Glass, Lewis & Co. ("Glass Lewis") and Institutional Shareholder Services Inc. ("ISS") both recommend that holders ("Shareholders") of common shares ("Shares") of the Company vote FOR the special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which Drax Group plc ("Drax") (LSE: DRX) through its wholly-owned subsidiary, Drax Canadian Holdings Inc., will acquire all of the issued and outstanding Shares for C$11.30 in cash per Share (the "Arrangement").
As previously announced, the special meeting of Shareholders (the "Meeting") to vote on the Arrangement Resolution is scheduled to be held in a virtual-only format via live audio webcast at https://web.lumiagm.com/242749115 (case sensitive password: pinnacle2021) at 8:30 a.m. (Vancouver time) on March 31, 2021.
The board of directors of the Company (the "Board"), on the unanimous recommendation of an independent special committee of the Board (the "Special Committee") and after receiving legal and financial advice, unanimously recommends that Shareholders vote FOR the Arrangement Resolution.
Shareholders are reminded to vote well before the proxy deadline of 8:30 a.m. (Vancouver time) on March 29, 2021.
Important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendations made by the Special Committee and the Board, voting procedures and how to virtually attend the Meeting, is set out in Pinnacle's management information circular dated March 1, 2021 (the "Circular"), which is available under the Company's profile on SEDAR at www.sedar.com and on the website of Pinnacle at www.pinnaclepellet.com. Shareholders are urged to read the Circular in its entirety.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact D.F. King (Canada), Pinnacle's proxy solicitation agent, by telephone at 1-800-290-1473 (toll free in North America) or 416-682-3825 (collect outside North America), or by email at email@example.com.
Pinnacle is the second largest producer of industrial wood pellets in the world. The Company's products are used to displace fossil fuels in the production of baseload electrical power in key markets around the world. The Company operates nine production facilities in Western Canada and one in Alabama, with one additional facility under construction in Alabama and more in development. The Company also owns a port terminal in Prince Rupert, BC. Pinnacle has entered into long-term, take-or-pay contracts with utilities in the U.K., Europe and Asia that represent an average of 99% of its production capacity through 2026.
This news release includes "forward-looking information" within the meaning of applicable securities laws in Canada. Except for statements of historical fact, forward-looking information contained herein may relate to: the purchase by Drax of all of the issued and outstanding Shares and the anticipated timing of the Meeting. Some of the forward-looking statements may be identified by words such as "will", "expects" "anticipates", "believes", "plans", "hopes", "could" and similar expressions. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and assumptions.
Readers are urged to consider risks, uncertainties and assumptions carefully in evaluating the forward-looking information in this release and are cautioned not to place undue reliance on such information. These risks, uncertainties and assumptions include, but are not limited to: the risk that the Arrangement will not be approved by the shareholders of Pinnacle and/or Drax; the failure to, in a timely manner, or at all, obtain the required court and regulatory approvals for the Arrangement; the failure of the parties to otherwise satisfy the conditions to complete the Arrangement; the possibility that Pinnacle or Drax could terminate the arrangement agreement entered into on February 7, 2021 as a result of a superior proposal that is not matched by the other party or due to the occurrence of an intervening event; the effect of the announcement of the Arrangement on the Company's strategic relationships, operating results and business generally; significant transaction costs or unknown liabilities; the risk of litigation that would prevent or hinder the completion of the Arrangement; and other customary risks associated with transactions of this nature. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Pinnacle to the completion of the Arrangement could have an adverse impact on the Company's business and strategic relationships, operating results and business generally. As a consequence, actual results in the future may differ materially from any forward-looking statement, whether expressed or implied. Therefore, forward-looking statements should be considered carefully and undue reliance should not be placed on them. Factors that could cause anticipated opportunities and actual results to differ materially also include, but are not limited to, matters identified in the "Forward-looking Statements" and "Risk Factors" sections of the Circular, the "Risk Factors" section of the Company's Annual Information Form dated March 31, 2020 for the fiscal year ended December 27, 2019 and the "Financial Risk Factors" section of the Company's Management Discussion and Analysis dated February 24, 2021 for the 52 weeks ended December 25, 2020 and December 27, 2019, all of which can be accessed under the Company's profile on SEDAR at www.sedar.com.
The forward-looking information contained in this news release represents our expectations as of the date of this press release (or as of the date they are otherwise stated to be made) and are subject to change after such date. We disclaim any intention or obligation or undertaking to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada.
SOURCE Pinnacle Renewable Energy Inc.