Water Island Capital, LLC Applauds Glass Lewis’ Call for Shareholders to Reject the CPPIB Merger

“This isn't the first time we've observed a board and management team extol a company's standalone prospects and financial position months before announcing a buyout transaction, only to sing a drastically different tune once a deal is announced.”1

“In light of our concerns with respect to process and potential conflicts and, in our view, an unconvincing attempt to justify the purchase price payable to PEGI stockholders in the deal, we believe shareholders would be best served at this time by rejecting the CPP transaction based on its current terms and given the current disclosures to date.”1

NEW YORK--()--Water Island Capital, LLC (“Water Island”), the manager of investment funds beneficially owning 4,063,172 or 4.14% of Pattern Energy Group, Inc. (NASDAQ: PEGI) (“Pattern Energy”) common stock, applauds Glass Lewis in calling on shareholders to reject the CPPIB Merger at the special meeting of Pattern Energy Group shareholders scheduled to be held on March 10, 2020 (the “Special Meeting”).

Glass Lewis’ thorough valuation analysis concludes that “it is fairly reasonable to conclude that in the standalone scenario PEGI’s stock price would trade above the CPP transaction price in the near-to-medium term, without factoring in a transaction premium.”1

More importantly, Glass Lewis believes “the special committee and the Pattern Energy board failed to conduct a sufficiently independent review and negotiation process in arriving at the determination that the CPP transaction is in the best interests of PEGI stockholders.”1

With both Institutional Shareholder Services and Glass Lewis independently calling shareholders to vote AGAINST the CPPIB Merger, we remain fully convinced that the price paid to Pattern Energy shareholders remains wholly inadequate and that the process leading up to the execution of the merger agreement was fraught with conflicts, procedurally unfair, and likely deprived public shareholders of the opportunity of superior bids for Pattern Energy. Water Island is pursuing all options available to maximize shareholder value including aggressively prosecuting the action it has commenced in Delaware Federal Court.

Sincerely,

Roger P. Foltynowicz
Portfolio Manager
Water Island Capital, LLC

Edward T. Chen
Portfolio Manager
Water Island Capital, LLC

FORWARD-LOOKING STATEMENTS

Certain statements contained in this letter, and the documents referred to in this letter, are “forward-looking statements” and are prospective. These statements may be identified by their use of forward-looking terminology such as the words “expects”, “projects”, “believes”, “anticipates”, “intends” or other similar words. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

These statements are subject to inherent risks and uncertainties surrounding future expectations. Important factors that could cause actual results to differ materially from the expectations set forth in this letter include, among other things, the factors identified under the section entitled “Risk Factors” of Pattern Energy’s special meeting proxy statement and other risk factors contained in Pattern Energy’s Annual Report on Form 10-K for the year ended December 31, 2018. Such forward-looking statements should therefore be construed in light of such factors, and Water Island Capital is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Water Island Capital, LLC

Water Island Capital, LLC is a privately-owned asset management firm focused solely on event-driven investment strategies with approximately $2.5 billion under management as of December 31, 2019.

1 Glass Lewis Proxy Paper – Pattern Energy Group Inc. dated March 2, 2020

Contacts

Roger P. Foltynowicz, 212-584-2369

 

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Contacts

Roger P. Foltynowicz, 212-584-2369