Item 8.01. Other Events.
On
A copy of such communication is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in the communication constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 and "forward-looking information" within the meaning of Canadian
securities laws. Such statements include statements concerning anticipated
future events and expectations that are not historical facts. All statements
other than statements of historical fact are statements that could be deemed
forward-looking statements. Forward-looking statements are typically identified
by words such as "believe," "expect," "anticipate," "intend," "target,"
"estimate," "continue," "positions," "plan," "predict," "project," "forecast,"
"guidance," "goal," "objective," "prospects," "possible" or "potential," by
future conditional verbs such as "assume," "will," "would," "should," "could" or
"may," or by variations of such words or by similar expressions or the negative
thereof. Actual results may vary materially from those expressed or implied by
forward-looking statements based on a number of factors related to the pending
acquisition of the Company, including, without limitation, (1) risks related to
the consummation of the Merger, including the risks that (a) the Merger may not
be consummated within the anticipated time period, or at all, (b) the parties
may fail to obtain shareholder approval of the Merger Agreement, and (c) other
conditions to the consummation of the Merger under the Merger Agreement may not
be satisfied; (2) the effects that any termination of the Merger Agreement may
have on the Company or its business, including the risks that (a) the price of
the Company's common stock may decline significantly if the Merger is not
completed, (b) the Merger Agreement may be terminated in circumstances requiring
the Company to pay Parent a termination fee, or (c) the circumstances of the
termination, including the possible imposition of a 12-month tail period during
which the termination fee could be payable upon certain subsequent transactions,
may have a chilling effect on alternatives to the Merger; (3) the effects that
the announcement or pendency of the Merger may have on the Company and its
business, including the risks that as a result (a) the Company's business,
operating results or stock price may suffer, (b) the Company's current plans and
operations may be disrupted, (c) the Company's ability to retain or recruit key
employees may be adversely affected, (d) the Company's business relationships
(including with suppliers, off-takers, and business partners) may be adversely
affected, (e) the Company is not able to access the debt or equity markets on
favorable terms, or at all, or (f) the Company's management's or employees'
attention may be diverted from other important matters; (4) the effect of
limitations that the Merger Agreement places on the Company's ability to operate
its business or engage in alternative transactions; (5) the nature, cost and
outcome of pending and future litigation and other legal proceedings, including
any such proceedings related to the Merger and instituted against the Company
and others; (6) the risk that the Merger and related transactions may involve
unexpected costs, liabilities or delays; (7) the Company's ability to continue
paying a quarterly dividend; and (8) other economic, business, competitive,
legal, regulatory, and/or tax factors under the heading "Risk Factors" in Part
I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year ended
Additional Information and Where to Find It
The communication does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or approval. The
communication may be deemed to be solicitation materials in respect of the
Merger. In connection with the proposed transaction, the Company has filed a
definitive proxy statement with the
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Participants in Solicitation
Item 9.01. Exhibits. d. Exhibits Exhibit Number Description 99.1 Internal communication issued byPattern Energy onMarch 6, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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