- Aggregate value of the transaction is approximately US$30 Million -
OAK BROOK, IL, Feb. 16, 2012 /CNW/ - Primary Energy Recycling
Corporation (TSX: PRI) (Primary Energy or the Company) today announced
that it has entered into an agreement with Atlantic Power Corporation
(TSX: ATP, NYSE: AT) (Atlantic Power) to purchase the 7,462,830.33
common membership interests in Primary Energy Recycling Holdings LLC
(PERH) (14.3% of PERH total common membership interests) not currently
held by the Company for approximately US$24 million plus a management
agreement termination fee of approximately US$6.1 million for a total
price of US$30.1 million, which is equivalent to C$4.021 per common
share of the Company.
The agreed upon price for Atlantic Power's common membership interest in
PERH, not including the management agreement termination fee, was
established on December 19, 2011 and represented a 16% discount to the
60 day volume weighted average trading price of Primary Energy's common
shares at that time. The transaction remains subject to pricing
adjustment or termination under certain circumstances. The transaction
is expected to close in April, 2012.
"Completing this transaction has been a long standing goal of the
Company," said John Prunkl, President and Chief Executive Officer of
Primary Energy Recycling. "We believe the repurchase is an attractive
use of capital. Once this transaction closes, each shareholder of
Primary Energy will have proportionally increased their share of the
Company's facilities by 14.3%, and we will gain operational autonomy
and flexibility that we believe will allow us to better execute our
strategy going forward. With the successful renewal of two long-term
customer agreements in 2011 and the expected termination of the
management agreement, we are more optimistic than ever about our
future."
On closing of the transaction, the management agreement, under which an
indirect subsidiary of Atlantic Power provides certain operational and
administrative services to the Company and its subsidiaries, will be
terminated on payment of a termination fee as specified in the
management agreement. If closing occurs as expected in April 2012,
Primary Energy will be required to pay a US$6.1 million fee to
terminate the management agreement. Primary Energy currently pays an
approximate US$3.0 million annual fee, subject to annual escalation,
under the management agreement, which will cease when the management
agreement is terminated. On a cash basis, the estimated cost to
internalize the services provided by the Manager is in the range of
this annual fee.
Primary Energy currently owns 85.7% of the common membership interests
in PERH, and on completion of the transaction, will own 100% of PERH.
The Company's total outstanding shares will remain unchanged at
44,706,186, as Primary Energy intends to finance the transaction
through debt. Completion of the transaction is conditional upon
obtaining financing on terms acceptable to the Company.
About Primary Energy Recycling Corporation
Primary Energy Recycling Corporation owns a majority interest in Primary
Energy Recycling Holdings LLC ("PERH"). PERH, headquartered in Oak
Brook, Illinois, indirectly owns and operates four recycled energy
projects and a 50 per cent interest in a pulverized coal facility
(collectively, the "Projects"). The Projects have a combined electrical
generating capacity of 283 megawatts and a combined steam generating
capacity of 1.8M lbs/hour. PERH creates value for its customers by
recycling recoverable heat and byproduct fuels from industrial and
electric generation processes and converting it into reliable and
economical electricity and thermal energy for resale back to its
customers. For more information, please see www.primaryenergy.com.
Forward-Looking Statements
When used in this news release, the words "anticipate", "expect",
"project", "believe", "estimate", "forecast" and similar expressions
are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions pertaining,
but not limited, to completion, timing and the anticipated benefits of
the transaction described in this press release, operating performance,
regulatory parameters, weather and economic conditions and other
factors discussed in the Company's public filings available on SEDAR at
www.sedar.com. These forward-looking statements are made as of the date
of this press release and the Company assumes no obligation to update
or revise them to reflect new events or circumstances except as
required by applicable securities laws.
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