Leading Independent Proxy Advisor ISS Recommends Enercare Shareholders Vote FOR Special Resolution Approving Transaction
TORONTO, Sept. 10, 2018 /CNW/ - Enercare Inc. ("Enercare" or the "Company") (TSX:ECI) announces that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, recommends that the Company's shareholders vote FOR a special resolution approving the acquisition by Brookfield Infrastructure and its institutional partners ("Brookfield") of all the issued and outstanding common shares of Enercare for C$29.00 per share (the "Transaction") at its Special Meeting of shareholders to be held on September 24, 2018.
In reaching its recommendation, ISS stated the following:
"The proposed arrangement makes strategic sense because as part of the extensive strategic review and the auction process undertaken for the proposed deal, the special committee concluded that the arrangement consideration is more favourable than the potential value that might have been realized by pursuing the current business plan of the company or other strategic alternatives."
"In light of the significant premium of the proposed cash consideration that provides immediate liquidity and certainty of value, shareholder approval of the arrangement is warranted. Moreover, the market reaction is favourable and Canadian shareholders will have the option to receive, in lieu of cash consideration, units that will be exchangeable into limited partnership units of Brookfield Infrastructure Partners LP (subject to an aggregate maximum of 15 million units)."
Enercare's Board of Directors, after receiving the unanimous recommendation of Enercare's Special Committee of Directors and in consultation with its financial and legal advisors, unanimously determined that the Transaction is in the best interests of Enercare and fair to shareholders and has unanimously recommended that shareholders vote FOR the special resolution approving the Transaction.
In respect of approvals required for the Transaction, the Federal Trade Commission has approved early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and Enercare has been advised that Brookfield has obtained all third party consents necessary for shareholders who are deemed to be resident in Canada for purposes of the Income Tax Act (Canada) to elect to receive, in lieu of cash consideration, 0.5509 exchangeable units to be issued by a subsidiary of Brookfield. The availability of the exchange unit option remains subject only to obtaining listing approvals for the underlying non-voting limited partnership units of Brookfield Infrastructure, which Brookfield expects to receive before the Special Meeting.
Closing of the Transaction remains subject to other customary closing conditions, including shareholder and Court approval and approval under the Competition Act (Canada). Assuming the satisfaction or waiver of these closing conditions, the Transaction is expected to close in the last quarter of 2018.
Enercare Shareholders: be sure to vote your proxy or voting instruction form before the voting deadline of September 20, 2018 at 9:00 a.m. (Toronto time). For more information and assistance in voting, please contact:
1-888-518-6813 (within North America)
416-867-2272 (outside of North America)
Enercare will hold its Special Meeting at the TMX Broadcast Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario. The meeting will begin at 9:00 a.m. (Toronto time) on Monday, September 24, 2018.
Copies of the Notice of Special Meeting, the Management Information Circular of the Company dated August 22, 2018, and related documents have been filed under Enercare's profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Those wishing to listen to the teleconference may access the live webcast as follows:
Monday, September 24, 2018
9:00 a.m. – 10:00 a.m. (Toronto time)
This is a listen-only audio webcast. Media Player or Real Player is required to listen to the broadcast. Please allow 10 minutes to be connected to the webcast.
About Enercare Inc.
Enercare is headquartered in Markham, Ontario, Canada and is publicly traded on the Toronto Stock Exchange (TSX: ECI). As one of North America's largest home and commercial services and energy solutions companies with approximately 5,100 employees under its Enercare and Service Experts brands, Enercare is a leading provider of water heaters, water treatment, furnaces, air conditioners and other HVAC rental products, plumbing services, protection plans and related services. With operations in Canada and the United States, Enercare serves approximately 1.6 million customers annually. Enercare is also the largest non-utility sub-meter provider, with electricity, water, thermal and gas metering contracts for condominium and apartment suites in Canada and through its Triacta brand, a premier designer and manufacturer of advanced sub-meters and sub-metering solutions.
For more information on Enercare visit enercare.ca. Additional information regarding Enercare is available through our investor relations website at corporate.enercare.ca or on SEDAR at www.sedar.com. Subscribe to our email alerts at corporate.enercare.ca/email-alerts to receive our news releases electronically.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain forward-looking statements within the meaning of applicable Canadian securities laws and within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended and "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 ("forward looking statements" or "forward-looking information") that involve various risks and uncertainties. Statements other than statements of historical fact contained in this news release may be forward looking statements, including, without limitation, management's expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic performance or expectations with respect to Enercare and/or Brookfield Infrastructure, including, as applicable, Enercare's or Brookfield Infrastructure's business operations, business strategy and financial condition. When used herein, the words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "goal", "intends", "may", "might", "outlook", "plans", "projects", "schedule", "should", "strive", "target", "will", "would" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. These forward-looking statements may reflect the internal projections, expectations, future growth, results of operations, performance, business prospects and opportunities of Enercare or Brookfield Infrastructure, as applicable, and are based on information currently available to Enercare and/or Brookfield Infrastructure, as applicable, and/or assumptions that Enercare and/or Brookfield Infrastructure, as applicable, believes are reasonable. Many factors could cause actual results to differ materially from the results and developments discussed in the forward-looking information, including the inability to complete the transaction referred to in this news release, including as a result of failure to receive the approvals referenced herein.
SOURCE Enercare Inc.