- With the financial and strategic backing of CDPQ, the Transaction establishes a Québec-based renewable power leader that is positioned to accelerate its growth trajectory for years to come
- Innergex's common shareholders to receive $13.75 in cash per share, representing a premium of 58% over Innergex's current share price of $8.71, and an 80% premium over the 30-day volume weighted average price of $7.66 on the TSX as of February 24, 2025
- The Transaction represents a total enterprise value of $10.0 billion, inclusive of project-level indebtedness and assuming the repayment of Innergex's outstanding corporate-level debt and the retirement of all outstanding Preferred Shares and Convertible Debentures
- Hydro-Québec, Innergex's largest shareholder with approximately 19.9% of the outstanding Common Shares1, has entered into a support and voting agreement with CDPQ pursuant to which it has agreed to vote all of its Common Shares in favour of the Transaction
- The Transaction has been unanimously approved by Innergex's Board of Directors
- The Transaction provides immediate liquidity and certainty of value to Innergex shareholders
- The Transaction is expected to close by Q4 2025, subject to the receipt of the required approvals from Innergex's common shareholders and certain regulatory approvals, as well as the satisfaction of other customary closing conditions
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All amounts are in Canadian dollars, unless otherwise indicated. |
LONGUEUIL, QC, Feb. 25, 2025 /CNW/ - Innergex Renewable Energy Inc. (TSX: INE) ("Innergex" or the "Corporation") and CDPQ announced today they have entered into a definitive agreement dated as of February 24, 2025 (the "Arrangement Agreement"), pursuant to which CDPQ will acquire all of the issued and outstanding common shares of Innergex (the "Common Shares") (other than those held by CDPQ and certain members of senior management rolling over (the "Rollover Shareholders")) for a price of $13.75 per share in cash. Pursuant to the Arrangement Agreement, CDPQ will also acquire all of the issued and outstanding preferred shares Series A and C of Innergex (the "Preferred Shares") for $25.00 per share in cash (plus all accrued and unpaid dividends and, in the case of the Series A preferred shares, an amount in cash per Series A preferred share equal to the dividends that would have been payable in respect of such share until January 15, 2026, which is the next available redemption date) (the "Transaction").
The Transaction is subject to approval by Innergex's common shareholders and other customary closing conditions (including regulatory approvals).
"We are proud to support Innergex as it embarks on this new chapter, guided by a long-term vision, access to capital, and readiness to seize growth opportunities. This investment perfectly illustrates our constructive capital and dual mandate in action: while we strive for optimal returns, we are committed to supporting essential businesses headquartered in Québec, such as Innergex, which plays a key role in the energy transition and autonomy", said Emmanuel Jaclot, Executive Vice-President and Head of Infrastructure at CDPQ. "Innergex has been a leader in renewable energy across North America, with strong development capabilities and a long history of collaboration and partnership with Indigenous communities."
From now until the closing of the Transaction, CDPQ will seek to syndicate up to 20% of its invested capital to bring in like-minded investors who share its vision for the next chapter of Innergex's growth. The Transaction is not conditional upon such syndication.
"Today's announcement represents a pivotal moment for our company" said Monique Mercier, Chair of the Special Committee and of the Board of Innergex. "After extensive work and careful deliberation, the Special Committee and the Board of Directors have unanimously concluded that the Transaction is in the best interests of Innergex and fair to its shareholders. We are pleased to be announcing a transaction which not only provides our shareholders with immediate liquidity at an attractive premium, but also positions Innergex for long-term success under the private ownership of CDPQ, an important Québec institution with a strong balance sheet and desire to continue developing renewable energy and maintaining deep relationships with the various communities and other stakeholders with which Innergex does business."
"As we transition from being a publicly traded company to a privately held entity, this change marks an exciting new chapter in our journey," said Michel Letellier, President and Chief Executive Officer of Innergex. "CDPQ shares our commitment to sustainability, growth as well as long-term value, hence together, we will be able to achieve even greater success. This move allows us to leverage their resources and expertise, while continuing to operate from our Longueuil headquarters, which will remain central to our global operations. This is great news for everyone involved, as it provides the stability and flexibility to pursue our goals without the distractions of market volatility. Our core mission to build a better world with renewable energy remains unchanged, including our shared prosperity approach with Indigenous and local communities. The strength of our team and values will continue to drive us forward. We are excited for the future as we continue to grow and innovate."
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1 The Common Shares are held by HQI Holding Canada Inc., a subsidiary of Hydro-Québec |
Transaction Highlights
- Attractive premium for common shareholders: Consideration of $13.75 per issued and outstanding Common Share, payable entirely in cash, representing a premium of approximately 58% to the closing price of the Common Shares on the Toronto Stock Exchange ("TSX") on February 24, 2025 of $8.71 per Common Share and approximately 80% to the 30-day volume weighted average share price on the TSX for the period ending on February 24, 2025 of $7.66 per Common Share;
- Premium for preferred shareholders: Holders of preferred shares will receive repayment in full of their subscription price of $25.00 per share, representing a premium to the 30-day volume weighted average share price on the TSX for the period ending on February 24, 2025 of approximately 24% in the case of Series C preferred shares and 58% in the case of Series A preferred shares, in addition to the payment of accrued and unpaid dividends (running until January 15, 2026 in the case of Series A preferred shares to take into account the fact that such shares are not redeemable prior to such date);
- Certainty of value and immediate liquidity: The shareholders of Innergex will receive their consideration entirely in cash, which provides certainty of value and immediate liquidity;
- Unanimous Innergex Board recommendation: The board of directors of Innergex (the "Board of Directors") unanimously recommends that Innergex's common shareholders (other than CDPQ and the Rollover Shareholders) and Series A preferred shareholders vote in favour of the Transaction;
- Long-term investor: CDPQ has a long-standing relationship with Innergex, with its first investments dating back to 1995. Over the years, CDPQ has made multiple investments and is now Innergex's second-largest shareholder after Hydro-Québec. This deep understanding of Innergex's potential and its strong development capabilities led CDPQ to believe that Innergex would be better suited under this new ownership, benefiting from access to capital to unlock its full potential, making this a strategic decision for the Corporation;
- Strategic alignment going forward: CDPQ is closely aligned with Innergex's management in a shared vision for the future of Innergex and will leverage the expertise of Innergex's existing management team led by two 20+-year tenure executives, Michel Letellier, President and Chief Executive Officer and Jean Trudel, Chief Financial Officer, to continue to support Innergex's growth strategy and to build a global leader headquartered in Québec;
- Transaction has the support of Innergex's largest shareholder and Innergex's directors and executive officers: Hydro-Québec, Innergex's largest shareholder with approximately 19.9% of the outstanding Common Shares, and each of the directors who are shareholders and certain executive officers of Innergex (collectively, the "Supporting Shareholders") have entered into support and voting agreements pursuant to which they have all agreed to, among other things, vote all of the shares they own in favour of the Transaction. In addition, Innergex's President and Chief Executive Officer and Chief Financial Officer have undertaken to roll a portion of their Common Shares and reinvest in the privatized Innergex an amount of not less than $15 million in the aggregate (on the basis of an amount per share equal to the per share consideration received by Innergex's common shareholders under the Transaction), and other members of management and key employees will be invited to proceed similarly; and
- Value supported by several fairness opinions: BMO Capital Markets ("BMO"), CIBC Capital Markets ("CIBC") and Greenhill & Co. Canada Ltd., a Mizuho affiliate ("Greenhill") have all provided the Board of Directors and the Special Committee with verbal opinions stating that, as at February 24, 2025, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by the common shareholders of Innergex (other than CDPQ and the Rollover Shareholders) pursuant to the Transaction is fair, from a financial point of view, to such shareholders. Greenhill also provided a fairness opinion to the Special Committee and at its direction to the Board of Directors stating that, as at February 24, 2025, subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be received by the Series A preferred shareholders pursuant to the Transaction is fair, from a financial point of view, to such shareholders.
Board of Directors' Recommendations
The Transaction was the result of a comprehensive negotiation process with CDPQ that was undertaken with the supervision and involvement of a special committee comprised solely of independent directors, namely Monique Mercier, Marc-André Aubé and Richard Gagnon (the "Special Committee"), advised by independent and highly qualified legal and financial advisors. The Special Committee, after receiving the fairness opinions of BMO, CIBC and Greenhill, as well as legal and financial advice, and upon the consideration of a number of other factors, has unanimously recommended that the Board of Directors approve the Transaction and recommend to Innergex's common shareholders (other than CDPQ and the Rollover Shareholders) and Series A preferred shareholders to vote in favour of the Transaction at the meeting of shareholders to be called by Innergex to approve the Transaction (the "Meeting").
The Board of Directors has also evaluated the Transaction with Innergex's management and its legal and financial advisors and after receiving the fairness opinions, the unanimous recommendation from the Special Committee and legal and financial advice, has unanimously (Mr. Jean-Hugues Lafleur, Mr. Patrick Loulou and Mr. Michel Letellier having recused themselves from the meeting) determined that the Transaction is in the best interests of Innergex and is fair to its shareholders (other than CDPQ and the Rollover Shareholders). The Board of Directors, after receiving the fairness opinions and upon the unanimous recommendation of the Special Committee, in consultation with its financial and legal advisors, and following the consideration of a number of factors, also recommends unanimously (Mr. Jean-Hugues Lafleur, Mr. Patrick Loulou and Mr. Michel Letellier having recused themselves from the meeting) that Innergex's common shareholders (other than CDPQ and the Rollover Shareholders) and Series A preferred shareholders vote in favour of the Transaction at the Meeting.
Fairness Opinions
In connection with their review and consideration of the Transaction, the Board of Directors engaged CIBC and BMO as its financial advisors. The Special Committee retained Greenhill to provide independent financial advice and fairness opinions to the Special Committee, and, at the request of the Special Committee, to the Board of Directors. CIBC, BMO and Greenhill all provided a verbal opinion to the Board of Directors and the Special Committee that, as at February 24, 2025, subject to the assumptions, limitations and qualifications set out in their respective opinions, the consideration to be received by Innergex's common shareholders (other than CDPQ and the Rollover Shareholders) pursuant to the Transaction is fair from a financial point of view to such shareholders. The Special Committee and the Board of Directors also received a verbal opinion from Greenhill that the consideration to be received by Innergex's Series A preferred shareholders pursuant to the Transaction is fair from a financial point of view to such shareholders.
Each fairness opinion provided to the Special Committee and the Board of Directors will be included in the management information circular (the "Circular") to be mailed to Innergex's securityholders in connection with the Meeting and to be filed by Innergex under its profile on SEDAR+ at www.sedarplus.ca and to be made available on Innergex's website at www.innergex.com.
Additional Transaction Details
The Transaction will be implemented by way of a plan of arrangement under the Canada Business Corporations Act and is subject to approval by certain regulatory bodies and court approval, after considering the procedural and substantive fairness of the Transaction. The Transaction is not subject to any financing condition.
The Transaction is subject to the approval by at least two-thirds of the votes cast by common shareholders voting in person or by proxy at the Meeting. The acquisition of the Series A preferred shares is conditional upon the approval of at least two-thirds of the votes cast by Series A preferred shareholders voting in person or by proxy at the Meeting. However, completion of the Transaction is not conditional upon such approval. If the requisite approval from the Series A preferred shareholders is not obtained, such Series A preferred shares will remain outstanding in accordance with their terms. Further details regarding the applicable voting requirements will be contained in the Circular.
The Arrangement Agreement contains customary non-solicitation covenants on the part of Innergex, subject to customary "fiduciary out" provisions, as well as "right to match" provisions in favour of CDPQ. A termination fee of approximately $83.9 million would be payable by Innergex to CDPQ in certain circumstances, including in the context of a superior proposal supported by Innergex. A reverse termination fee of approximately $83.9 million would be payable by CDPQ to Innergex in certain circumstances where key regulatory approvals are not obtained prior to the outside date.
In connection with the Transaction, the Supporting Shareholders have agreed to support and vote all of their shares in favour of the Transaction, subject to customary exceptions.
Mr. Michel Letellier, Innergex's President and Chief Executive Officer and Mr. Jean Trudel, Innergex's Chief Financial Officer, have undertaken to roll a portion of their Common Shares and reinvest in the privatized Innergex an amount of not less than $15 million in the aggregate (on the basis of an amount per share equal to the per share consideration received by Innergex's common shareholders under the Transaction) and other members of management and key employees will be invited to proceed similarly.
The Transaction also contemplates all the outstanding convertible debentures of Innergex will be repaid in full upon closing of the Transaction, including as to principal and accrued and unpaid interest thereon (including the 4.75% convertible unsecured subordinated due June 30, 2025, to the extent closing of the Transaction occurs prior to the maturity date for such debentures).
CDPQ intends to fund the acquisition and the repayment of existing Innergex indebtedness under its credit facility and convertible debentures with cash on hand and a new fully underwritten $1.2 billion senior financing that will be put in place at closing of the Transaction.
Upon the completion of the Transaction, Innergex intends to cause the Common Shares, the convertible debentures, the Series C preferred shares, and to the extent the Transaction is approved by the Series A preferred shareholders, the Series A preferred shares, to be delisted from the TSX. If the Transaction is approved by the Series A preferred shareholders, following closing, CDPQ intends to cause Innergex to submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
Additional information regarding the terms and conditions of the Transaction, the rationale for the recommendations made by the Board of Directors and the Special Committee, the fairness opinions, the applicable voting requirements for the Transaction, and how shareholders can participate in and vote at the Meeting, will be set out in the Circular. Innergex intends to mail to Circular in the coming weeks and to hold the Meeting no later than on May 1, 2025. Copies of the Arrangement Agreement, the support and voting agreements, the Circular and proxy materials in respect of the Meeting will be available under the Corporation's profile on SEDAR+ at www.sedarplus.ca.
Advisors
BMO Capital Markets and CIBC Capital Markets are acting as financial advisors and McCarthy Tétrault LLP is acting as legal counsel to Innergex. Greenhill & Co. Canada Ltd., a Mizuho affiliate, is acting as independent financial advisor, and Norton Rose Fulbright Canada LLP is acting as legal counsel, to the Special Committee.
TD Securities and Moelis & Company LLC are acting as financial advisors and Fasken Martineau DuMoulin LLP is acting as legal counsel to CDPQ. TD Securities acted as sole underwriter, sole lead arranger and sole bookrunner for the new C$1.2 billion senior bank financing.
About Innergex Renewable Energy Inc.
For 35 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 90 operating facilities with an aggregate net installed capacity of 3,707 MW (gross 4,663 MW), including 42 hydroelectric facilities, 36 wind facilities, 9 solar facilities and 3 battery energy storage facilities. Innergex also holds interests in 17 projects under development with a net installed capacity of 945 MW (gross 1,577 MW), 6 of which are under construction, as well as prospective projects at different stages of development with an aggregate gross installed capacity totaling 10,288 MW. Its approach to building shareholder value is to generate sustainable cash flows and provide an attractive risk-adjusted return on invested capital. To learn more, visit innergex.com or connect with us on LinkedIn.
About CDPQ
At CDPQ, we invest constructively to generate sustainable returns over the long term. As a global investment group managing funds for public pension and insurance plans, we work alongside our partners to build enterprises that drive performance and progress. We are active in the major financial markets, private equity, infrastructure, real estate and private debt. As at June 30, 2024, CDPQ's net assets totalled CAD 452 billion. For more information, visit cdpq.com, consult our LinkedIn or Instagram pages, or follow us on X.
CDPQ is a registered trademark owned by Caisse de dépôt et placement du Québec and licensed for use by its subsidiaries.
Cautionary Statement Regarding Forward-Looking Information
To inform readers of the Corporation's future prospects, this press release contains forward-looking information within the meaning of applicable securities laws ("Forward-Looking Information"), including statements relating to the Transaction, the ability to complete the transactions contemplated by the Arrangement Agreement and the timing thereof, including the parties' ability to satisfy the conditions to the consummation of the Transaction, the receipt of the required shareholder approvals, regulatory approvals and court approval and other customary closing conditions, the possibility of any termination of the Arrangement Agreement in accordance with its terms, and the expected benefits to the Corporation and its shareholders of the Transaction, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as "approximately", "may", "will", "could", "believes", "expects", "intends", "should", "would", "plans", "potential", "project", "anticipates", "estimates", "scheduled" or "forecasts", or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release.
Risks and uncertainties related to the transactions contemplated by the Arrangement Agreement include, but are not limited to: the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required regulatory, shareholder and court approvals and other conditions to the closing of the Transaction or for other reasons; the negative impact that the failure to complete the Transaction for any reason could have on the price of the Corporation's securities or on its business; CDPQ's failure to pay the consideration at closing of the Transaction; the failure to realize the expected benefits of the Transaction; the restrictions imposed on the Corporation while the Transaction is pending; the business of the Corporation may experience significant disruptions, including loss of clients or employees due to Transaction-related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Corporation; the risk that legal proceedings may be instituted against the Corporation; significant transaction costs or unknown liabilities; and risks related to the diversion of management's attention from the Corporation's ongoing business operations while the Transaction is pending; and other risks and uncertainties affecting the Corporation. For more information on the risks and uncertainties, please refer to the "Forward-Looking Information" section of the Management's Discussion and Analysis for the year ended December 31, 2024.
Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in Forward-Looking Information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such Forward-Looking Information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on Forward-Looking Information, which speaks only as of the date made. The Forward-Looking Information contained in this press release represents the Corporation's expectations as of the date of this press release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Corporation disclaims 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. All of the Forward-Looking Information contained in this press release is expressly qualified by the foregoing cautionary statements.
SOURCE Innergex Renewable Energy Inc.
For information: Innergex, Investor Relations, Naji Baydoun, Director - Investor Relations, 450 928-2550 #1263, [email protected]; Media, Jade Lachapelle, Advisor - Communications, 450 928-2550 #1302, [email protected]; Innergex Renewable Energy Inc., www.innergex.com; CDPQ, +1 514 847-5493, [email protected]
