Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 7, 2021, Atlantic Power Corporation ("Atlantic Power" or the "Company")
convened a special meeting (the "Common Shareholder Meeting") of holders (the
"Common Shareholders") of the Company's common shares (the "Common Shares").
The following matters were submitted to a vote of the Company's Common
Shareholders at the Common Shareholder Meeting: (i) a proposal to consider,
pursuant to an interim order of the Supreme Court of British Columbia, dated as
of February 19, 2021 (the "Interim Order"), and, if deemed advisable, to pass,
with or without variation, a special resolution (the "Arrangement Resolution")
to approve an arrangement (the "Arrangement") in accordance with Division 5 of
Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA")
pursuant to the Arrangement Agreement (the "Arrangement Agreement"), dated as of
January 14, 2021, as amended on April 1, 2021, by and among the Company,
Atlantic Power Preferred Equity Ltd. ("APPEL"), Atlantic Power Limited
Partnership ("APLP"), Tidal Power Holdings Limited, and Tidal Power Aggregator,
L.P., (together with Tidal Power Holdings Limited, the "Purchasers"), to effect
among other things, the acquisition by the Purchasers of all of the outstanding
Common Shares in exchange for US$3.03 in cash per Common Share (less any
applicable withholding taxes) (ii) a proposal to consider and vote on a proposal
to approve, by non-binding, advisory vote, certain compensation arrangements for
the Company's named executive officers in connection with the Arrangement (the
"NEO arrangement-related compensation proposal"); and (iii) a proposal, subject
to the provisions of the Arrangement Agreement, to consider and vote on the
proposal to approve the adjournment or postponement of the Common Shareholder
Meeting, if necessary, to solicit additional proxies if there are insufficient
votes at the time of the meeting to approve the Arrangement Resolution (the
"Adjournment Resolution"). These proposals are described in more detail in the
definitive information circular and proxy statement filed by Atlantic Power on
March 2, 2021. The number of Common Shares outstanding and eligible to vote as
of the record date for the Common Shareholder Meeting, February 16, 2021, was
89,222,568, and a total of 54,730,623 shares of Common Shares (61.34%) were
represented at the meeting in person or by proxy.
Each of the matters submitted to a vote of the Company's Common Shareholders at
the Common Shareholder Meeting was approved by the requisite vote of the
Company's Common Shareholders. Set forth below is the number of votes cast for
or against as to each such matter:
1. Proposal to adopt the Arrangement Resolution:
For Against
47,813,680 6,916,941
2. Proposal to approve the NEO arrangement-related compensation proposal:
For Against
45,885,376 8,845,244
3. Proposal to approve the Adjournment Resolution:
For Against
46,469,790 8,260,830
In addition, on April 7, 2021, APPEL, a wholly owned subsidiary of Atlantic
Power, convened a special meeting (the "Preferred Shareholder Meeting") of
holders (the "Preferred Shareholders") of preferred shares in the capital of
APPEL, being (i) the 4.85% cumulative redeemable preferred shares, Series 1 in
the capital of APPEL, (ii) the 7.00% cumulative rate reset preferred shares,
Series 2 in the capital of APPEL, and (iii) the cumulative floating rate
preferred shares, Series 3 in the capital of APPEL (collectively, the "Preferred
Shares").
The following matters were submitted to a vote of APPEL's Preferred Shareholders
at the Preferred Shareholder Meeting: (i) a proposal to consider and, if deemed
advisable, to pass, with or without variation, a special resolution to approve
the continuance (the "Continuance") of APPEL from the jurisdiction of the
Province of Alberta to the jurisdiction of the Province of British Columbia
pursuant to Section 302 of the Business Corporations Act (British Columbia) (the
"BCBCA") and Section 189 of the Business Corporations Act (Alberta) (the "ABCA")
(the "Continuance Resolution"); and (ii) a proposal to consider, pursuant to an
interim order of the Supreme Court of British Columbia, dated as of February 19,
2021, (the "Interim Order") and, if deemed advisable, to pass, with or without
variation, a special resolution to approve the Arrangement in accordance with
Division 5 of Part 9 of the BCBCA pursuant to the Arrangement Agreement to
effect among other things, the transfer to APPEL of all of the outstanding
Preferred Shares in exchange for C$22.00 in cash per Preferred Share (less any
applicable withholding taxes) (the "Preferred Shareholder Resolution"). These
proposals are described in more detail in the definitive information circular
and proxy statement filed by Atlantic Power on March 2, 2021. The number of
Preferred Shares outstanding and eligible to vote as of the record date for the
Preferred Shareholder Meeting, February 16, 2021, was 6,864,863, and a total of
3,843,338 Preferred Shares (55.99%) were represented at the meeting in person or
by proxy.
Each of the matters submitted to a vote of APPEL's Preferred Shareholders at the
Preferred Shareholder Meeting was approved by the requisite vote of APPEL's
Preferred Shareholders. Set forth below is the number of votes cast for or
against as to each such matter:
1. Proposal to approve the Continuance Resolution:
For Against
2,850,931 992,407
2. Proposal to approve the Preferred Shareholder Resolution:
For Against
2,989,486 853,852
Item 8.01. Other Events.
Incorporated by reference is Exhibit 99.1 attached hereto, a press release
issued by the Company on April 7, 2021 (the "Press Release") announcing approval
of the Arrangement by Common Shareholders and Preferred Shareholders, approval
of the Continuance Resolution by Preferred Shareholders and certain related
matters relating to the closing of the Transaction and the Debentureholder
Meeting (each as defined in the Press Release).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
Exhibit 99.1 Press Release of Atlantic Power Corporation, dated April 7, 2021.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may constitute
forward-looking information or forward-looking statements within the meaning of
applicable securities laws (collectively, "forward-looking statements"), which
reflect the expectations of management regarding the future growth, results of
operations, performance and business prospects and opportunities of the Company
and its projects. These statements, which are based on certain assumptions and
describe the Company's future plans, strategies and expectations, can generally
be identified by the use of the words "plans", "expects", "does not expect", "is
expected", "budget", "estimates", "forecasts", "targets", "intends",
"anticipates" or "does not anticipate", "believes", "outlook", "objective", or
"continue", or equivalents or variations, including negative variations, of such
words and phrases, or state that certain actions, events or results, "may",
"could", "would", "should", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve significant risks and uncertainties, should
not be read as guarantees of future performance or results, and will not
necessarily be accurate indications of whether or not or the times at or by
which such performance or results will be achieved. Please refer to the factors
discussed under "Risk Factors" and "Forward-Looking Information" in the
Company's periodic reports as filed with the U.S. Securities and Exchange
Commission (the "SEC") from time to time for a detailed discussion of the risks
and uncertainties affecting the Company. Although the forward-looking statements
contained in this Current Report on Form 8-K are based upon what are believed to
be reasonable assumptions, investors cannot be assured that actual results will
be consistent with these forward-looking statements, and the differences may be
material. These forward-looking statements are made as of the date of this
Current Report on Form 8-K and, except as expressly required by applicable law,
the Company assumes no obligation to update or revise them to reflect new events
or circumstances.
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