NEW YORK, April 11, 2019 /CNW/ - Mangrove Partners
("Mangrove"), who together with Bluescape Energy Partners is
one of the largest shareholders of TransAlta Corporation
("TransAlta" or the "Company") (TSX:TA) (NYSE:TAC)
with aggregate ownership of 10.1% of the Company's outstanding
shares, today announced that it intends to withhold its votes at
the upcoming 2019 annual and special meeting of shareholders (the
"2019 ASM") for Gordon
Giffin, Alan Fohrer and
Beverlee Park, the three members of
TransAlta's Special Committee of the Board who reviewed, evaluated
and unanimously recommended the proposed $750 million transaction (the "Brookfield
Transaction") between the Company and Brookfield BRP Holdings
(Canada) Inc. ("Brookfield").
Mangrove also indicated that it remains eligible to put forward
its previously submitted nominees for election as directors at the
2019 ASM and may choose to do so prior to the meeting.
Nathaniel August, President and
Portfolio Manager at Mangrove Partners, said, "Regardless of its
ultimate merits, the Brookfield Transaction appears to have been
conceived and rushed to the finish line in response to shareholder
dissatisfaction and a threat to the Board's control, based on the
limited information TransAlta has provided. Under such
conditions, TransAlta's ability to get the best terms for its crown
jewel hydro assets was deeply compromised. Adding to
shareholders' concern, the Board has failed to provide shareholders
adequate disclosure regarding what alternative transactions, if
any, they explored, why they did not obtain a fairness opinion, or
why they rushed to announce an agreement – with key provisions not
yet finalized – on the same day as the deadline for director
nominations.
Mr. August continued, "It's particularly troubling that the
Board negotiated a deal that ties the Brookfield Transaction to the
reelection of management's nominees at the upcoming annual meeting
and includes provisions that protect management and the Board
through to the 2022 annual shareholders meeting. Until
TransAlta chooses, or is compelled, to disentangle the Brookfield
Transaction from the election of directors and provide the
information shareholders need to make an informed decision, we
intend to withhold our votes for the three members of the Special
Committee who unanimously recommended this coercive
transaction."
As previously announced, Mangrove has applied for a joint
hearing with the Alberta Securities Commission ("ASC") and
the Ontario Securities Commission ("OSC") in relation to
2019 ASM and the Brookfield Transaction. Mangrove seeks
orders conditioning the Brookfield Transaction on a vote of
TransAlta shareholders not having an interest in the Brookfield
Transaction (the "Shareholder Vote"). Such a vote
would exclude Brookfield and any
other shareholder with a material interest in the Brookfield
Transaction. Mangrove has also requested that the ASC and OSC
require TransAlta to provide shareholders with full and accurate
disclosures related to the Brookfield Transaction, as well as
analysis of the implication of these disclosures for purposes of
the Shareholder Vote.
Mangrove believes that by requiring a separate shareholder vote
on the transaction, with appropriate disclosure for shareholders to
make a fully informed decision, TransAlta and its shareholders will
have a clear opportunity to consider the potential for superior
alternatives and to reject the Brookfield Transaction if any should
emerge. In addition, a separate vote will eliminate the
coercion that TransAlta shareholders currently face at the 2019
ASM.
About Mangrove Partners
Mangrove Partners is a value-oriented investment manager founded
in 2010. Mangrove's investment objective is to organically compound
net worth while minimizing the chances of a permanent loss of
capital.
Forward-Looking Statements
Certain statements and information contained herein constitute
"forward-looking information" and/or "forward-looking statements"
within the meaning of applicable securities laws (collectively, the
"forward-looking statements"). All statements and
information, other than statements of historical fact, included
herein are forward-looking statements. Forward-looking statements
can be identified by the use of words such as "may", "would",
"could", "should", "potential", "will", "seek", "expect", "intend",
"plan", "estimate", "anticipate", "believe", "continue" or similar
words and expressions or the negative thereof. There can be no
assurance that the plans, intentions or expectations upon which
these forward-looking statements are based will occur or, even if
they do occur, will result in the performance, events or results
expected. We caution readers not to place undue reliance on
forward-looking statements contained herein, which are not a
guarantee of performance, events or results and are subject to a
number of risks, uncertainties and other factors that could cause
actual performance, events or results to differ materially from
those expressed or implied by such forward-looking statements.
These factors include: changes in TransAlta's strategies, plans or
prospects; general economic, industry, business, regulatory and
market conditions; actions of TransAlta and its subsidiaries
or competitors; conditions in the energy industry; risks relating
to government regulation and changes thereto; the state of the
economy including general economic conditions globally and economic
conditions in the jurisdictions in which TransAlta operates; the
unpredictability and volatility of TransAlta's share price; the
interest of third parties in potential transactions with TransAlta
that would be alternatives to the Brookfield investment; changes in commodity
prices and tax rates and government regulation of carbon emissions;
and currency fluctuations;. These factors should not be construed
as exhaustive. Shareholders are cautioned that all forward-looking
statements involve known and unknown risks and uncertainties,
including those risks and uncertainties detailed in the continuous
disclosure and other filings of TransAlta and certain members of
TransAlta's industry and other noted peer groups with applicable
securities regulators, copies of which are available on SEDAR at
www.sedar.com or on the Electronic Data Gathering, Analysis, and
Retrieval at www.sec.gov. We urge you to carefully consider those
risks and uncertainties. The forward-looking statements contained
herein are expressly qualified in their entirety by this cautionary
statement. Mangrove and Bluescape do not assume responsibility for
the accuracy or completeness of the forward-looking statements. The
forward-looking statements included herein are made as of the date
of press release and Mangrove and Bluescape undertake no obligation
to publicly update or revise such forward-looking statements,
except as required by applicable law.
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SOURCE Mangrove Partners