VANCOUVER, BC, March 31, 2021 /CNW/ - Pinnacle Renewable Energy Inc. ("Pinnacle" or the "Company") (TSX: PL) is pleased to announce that at the Company's special meeting of shareholders (the "Meeting") held earlier today an overwhelming majority of Pinnacle shareholders voted in favour of 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 common shares ("Shares") of the Company for C$11.30 in cash per Share (the "Arrangement").
The Arrangement Resolution required approval by 66⅔% of the votes cast by Pinnacle shareholders present in person or represented by proxy at the Meeting. Details on the voting results at the Meeting are below:
Total Shares Voted at the Meeting
Total Shares voted FOR the Arrangement Resolution
Percent of Shares voted FOR the Arrangement Resolution
A report on voting results for the Meeting will be filed under the Company's profile on SEDAR at www.sedar.com.
Drax has separately announced today that its shareholders overwhelmingly voted in favour of the Arrangement at a general meeting of Drax's shareholders held earlier today.
Pinnacle anticipates returning to the Supreme Court of British Columbia (the "Court") on April 6, 2021 to seek a final order of the court approving the Arrangement. Completion of the Arrangement remains subject to customary closing conditions, including approval of the Court. Completion of the Arrangement is expected to occur in April 2021, subject to the satisfaction or waiver of the final outstanding conditions.
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 pursuant to the Arrangement and the anticipated timing of the Court hearing and completion of the Arrangement. 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 failure of the parties to satisfy or, if applicable, waive the remaining conditions to complete the Arrangement, including approval of the Court; 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 25, 2021 for the fiscal year ended December 25, 2020 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.