CALGARY, April 12, 2019 /CNW/ - TransAlta Corporation
("TransAlta" or the "Company") (TSX:TA) (NYSE:TAC) today
announced that leading independent proxy advisory firms,
Institutional Shareholder Services Inc. ("ISS") and Glass, Lewis
& Co ("Glass Lewis"), both issued final reports recommending
that shareholders vote FOR all TransAlta management proposals,
including director nominees, being presented at the Company's
upcoming shareholders' meeting.
Both ISS and Glass Lewis recommend shareholders vote FOR the
election of all TransAlta director nominees, including new nominees
Robert Flexon, Harry Goldgut and Richard Legault. In addition, ISS and Glass
Lewis recommend shareholders vote FOR the re-appointment of the
Company's auditors, the continuance of the Company's amended "new
generation" shareholder rights plan and the advisory say-on-pay
vote on the Company's approach to executive compensation.
"With positive recommendations from both ISS and Glass Lewis,
shareholders can feel confident in their vote for our recommended
nominees," said Ambassador Gordon
Giffin, TransAlta's Board Chair. "We continue to bring fresh
insight and expertise to our Board and remain committed to creating
value for all shareholders. We have built a Board with the right
skills and experience to oversee TransAlta's transformation and
position the Company for success as a clean energy leader."
In reaching its decision, ISS noted the positive market reaction
to the Brookfield transaction and
commented that:
"Some of the issues outlined by
the dissident, including the lack of shareholder approval and a
fairness opinion, are also not unusual in the Canadian market for
transactions of this size…
Shareholders might reasonably
appreciate additional disclosure regarding the process, terms, and
timing of the Brookfield
investment – which could alleviate any concerns as to whether the
board maximized value for TransAlta's hydro assets – particularly
in light of the lengthy voting agreement with Brookfield. Nonetheless, considering the
board's reasonable efforts to reach a settlement with the
dissidents, the positive market reaction to the announcement of the
transaction, and public support from TransAlta's largest
shareholder, there does not appear to be sufficient evidence at
this time that would warrant votes against the incumbent
directors."
In addition to recommending that shareholders vote FOR all
management proposals, Glass Lewis said shareholders should be
mindful of the following:
"Brookfield's recent investment was informed by
extensive prior discussion and due diligence over the past three
years with Brookfield (and other
potential investors) aimed at a wide range of strategies for
enhancing the long-term value and potential of the Company's hydro
and coal assets, as well as the value of the Company as a whole,
including through potential sale transactions… The [Brookfield] partnership is expected to
maximize the value of the Company's hydro assets and create
long-term shareholder value."
Vote the BLUE Proxy Today
TransAlta's annual and special shareholders' meeting (the
"Meeting") will take place on April
26, 2019. TransAlta asks shareholders to read the
Company's management proxy circular dated March 26, 2019 (the "Circular") carefully and to
vote the BLUE proxy FOR all 12 TransAlta director nominees at our
upcoming Meeting. Shareholder support is critical as we work to
build a foundation for long-term, sustainable value creation as a
leading clean energy company.
A copy of the Circular can be downloaded from the Company's
SEDAR profile at www.sedar.com and the Company's EDGAR profile at
www.sec.gov. The Circular is also available at TransAlta's
website.
A vote FOR TransAlta's director nominees will be a vote to
realize the value of TransAlta's diverse and quality assets for
decades to come, a vote for an experienced and engaged Board and a
vote to share in the upside of TransAlta. Becoming a voter is fast
and easy. To support TransAlta's Board, vote your BLUE proxy
or voting instruction form today.
If you have any questions about the Meeting, please contact
Kingsdale Advisors, TransAlta's strategic shareholder advisor and
proxy solicitation agent, by telephone at 1-877-659-1820 (toll-free
in North America) or
1-416-867-2272 (collect outside North
America) or by email
at contactus@kingsdaleadvisors.com.
About TransAlta Corporation
TransAlta owns, operates
and develops a diverse fleet of electrical power generation assets
in Canada, the United States and Australia with a focus on long-term
shareholder value. We provide municipalities, medium and large
industries, businesses and utility customers clean, affordable,
energy efficient, and reliable power. Today, we are one of
Canada's largest producers of wind
power and Alberta's largest
producer of hydro-electric power. For over 100 years, TransAlta has
been a responsible operator and a proud community-member where its
employees work and live. TransAlta aligns its corporate goals with
the UN Sustainable Development Goals and we have been recognized by
CDP (formerly Climate Disclosure Project) as an industry leader on
Climate Change Management. We are also proud to have achieved the
Silver level PAR (Progressive Aboriginal Relations) designation by
the Canadian Council for Aboriginal Business.
For more information about TransAlta, visit our web site at
www.transalta.com.
Forward-Looking Statements
This news release
may contain forward-looking statements and forward-looking
information within the meaning of applicable securities laws. The
use of any of the words "expect", "anticipate", "continue",
"estimate", "may", "will", "project", "should", "propose", "plans",
"intends" and similar expressions are intended to identify
forward-looking information or statements. More particularly, and
without limitation, this news release may contain forward-looking
statements and information relating to: the timing, business and
anticipated outcomes at the 2019 Meeting; the nature, timing and
impact of existing or potential legal actions or regulatory
proceedings; the investment by Brookfield Renewable Partners or its
institutional partners ("Brookfield") and expected benefits to the
Company and its shareholders; the ability of the investment to
enhance the Company's financial position and to execute its
strategy; the Company's strategy, plans and priorities; the
appointment of the Company's director nominees to the Board at the
Meeting; the Company's relationship with Brookfield or its affiliates and other
shareholders; and the expected timing, costs and benefits of the
strategic investment by and partnership with Brookfield or its affiliates. These statements
are based on TransAlta's belief and assumptions based on
information available at the time the assumptions were made,
including assumptions pertaining to: the election of the Company's
proposed director nominees and outcome of other items to be voted
upon at the Meeting; ISS and Glass Lewis's voting recommendations;
the Company's ability to successfully defend against any existing
or potential legal actions or regulatory proceedings; the closing
of the Brookfield investment
occurring and other risks to the Brookfield investment not materializing; no
significant changes to regulatory, securities, credit or market
environments; the anticipated Alberta capacity market framework in the
future; our ownership of or relationship with TransAlta Renewables
Inc. not materially changing; the Alberta hydro assets achieving their
anticipated value, cash flows and adjusted EBITDA; the anticipated
benefits and financial results generated on the coal-to-gas
conversion and the Company's other strategies; the Company's and
Mangrove's/Bluescape's strategies and plans; no significant changes
in applicable laws; and risks associated with the impact of the
Brookfield investment on the
Company's shareholders, debtholders and credit ratings. The
forward-looking statements are subject to a number of risks and
uncertainties that may cause actual performance, events or results
to differ materially from those contemplated by the forward-looking
statements. Some of the factors that could cause such differences
include: the failure of the Company's director nominees to be
elected at the Meeting; the failure of the Company to obtain
approval for other items of business at the Meeting; changes in the
recommendations of ISS or Glass Lewis; the failure of the
Brookfield investment to close;
the outcomes of existing or potential legal actions or regulatory
proceedings not being as anticipated, including those pertaining to
the Meeting and the Brookfield
investment; the appointment of any slate of directors proposed by
Mangrove/Bluescape and the subsequent termination of the
Brookfield investment by the
Company; changes in our relationship with Brookfield; changes in our relationship with
other shareholders; our Alberta
hydro assets not achieving their anticipated value, cash flows or
adjusted EBITDA; the Brookfield
investment not resulting in the expected benefits for the Company
and its shareholders; the inability to complete share buy-backs
within the timeline or on the terms anticipated or at all; and
other risks and uncertainties contained in the Company's Circular
dated March 26, 2019 and its Annual
Information Form and Management's Discussion and Analysis for the
year ended December 31, 2018, filed
under the Company's profile with the Canadian securities regulators
on www.sedar.com and the U.S. Securities and
Exchange Commission on www.sec.gov. Readers are
cautioned not to place undue reliance on these forward-looking
statements or forward-looking information, which reflect
TransAlta's expectations only as of the date of this news release.
In light of these risks, uncertainties and assumptions, the
forward-looking statements might occur to a different extent or at
a different time than we have described, or might not occur at all.
TransAlta disclaims any intention or obligation to update or revise
these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
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SOURCE TransAlta Corporation