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Trusts($TRSTS) > Forum $TRSTS > another one bites the dust! View modes: 
  • another one bites the dust!

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    TransAlta Power, L.P. agrees to be acquired

    CALGARY, ALBERTA--(Marketwire - Oct. 15, 2007) - TransAlta Power, L.P.
    (TransAlta Power) (TSX:TPW.UN) today announced it has entered into a
    support agreement (the Support Agreement) with Cheung Kong Infrastructure
    Holdings Limited (CKI), pursuant to which CKI has agreed to offer $8.38 in
    cash per unit (the Offer) to acquire all of the outstanding units of
    TransAlta Power. The purchase price under the Offer represents a 15.7 per
    cent premium over the closing trading price of the units on the TSX on
    October 12, 2007, the last trading day immediately prior to this
    announcement. The all-cash transaction is valued at approximately $629
    million, excluding debt. Under certain circumstances, TransAlta Power has
    agreed to pay a non-completion fee of $17 million to CKI.

    "The Board is pleased to announce the successful completion of the
    strategic review process conducted by the Independent Committee," said
    Stephen Mulherin, Chairman of the Board of Directors of the General Partner
    of TransAlta Power, TransAlta Power Ltd. "Through the process we reviewed a
    myriad of alternative proposals. The Board has concluded that the sale to
    CKI provides the best opportunity to maximize unitholder value."

    CKI is the largest publicly listed infrastructure company in Hong Kong with
    diversified investments in Energy Infrastructure, Transportation
    Infrastructure, Water Infrastructure and Infrastructure Related Business.
    Operating in Hong Kong, Mainland China, Australia, the United Kingdom,
    Canada and the Philippines, it is a leading player in the global
    infrastructure arena. Its expansive energy portfolio comprises both
    electricity generation and distribution assets, as well as gas companies
    all over the world.

    On May 22, 2007, TransAlta Power announced that an Independent Committee of
    the Board of Directors of TransAlta Power Ltd., was conducting a review of
    strategic alternatives for the purpose of maximizing value for the
    unitholders of TransAlta Power. On the basis of a review of the strategic
    alternatives available to TransAlta Power, the Independent Committee
    recommended to the Board of Directors of TransAlta Power Ltd. the entering
    into of the Support Agreement by TransAlta Power and that acceptance of the
    Offer be recommended to the unitholders of TransAlta Power.

    BMO Capital Markets acted as financial advisor to TransAlta Power Ltd. The
    Board of Directors of TransAlta Power Ltd. has received a verbal opinion,
    subject to review of final documentation, from BMO Capital Markets that the
    consideration to be received under the Offer is fair from a financial point
    of view to the unitholders of TransAlta Power.

    Following a thorough review by the Board of Directors of TransAlta Power
    Ltd., consultation with its legal and financial advisors and recommendation
    of the Independent Committee, the Board of Directors of TransAlta Power has
    unanimously determined the Offer is fair to the unitholders of TransAlta
    Power. The Board has also determined that it is in the best interests of
    TransAlta Power and its unitholders that TransAlta Power enter into the
    Support Agreement and unanimously recommends that unitholders of TransAlta
    Power accept the Offer.

    A take-over bid circular, containing the terms and timing of the Offer,
    will be mailed to unitholders in the next few weeks, together with a
    directors' circular. Once mailed, the take-over bid circular and the
    directors' circular will be available on the Canadian Securities
    Administrators' System for Electronic Document Analysis and Retrieval
    ("SEDAR") website at

    The Offer will be subject to customary conditions, including receipt of all
    necessary regulatory approvals and at least 66 2/3 per cent of the
    outstanding units of TransAlta Power having been validly deposited under
    the Offer and not withdrawn.

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