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Boralex completes privatization of Boralex Power Income Fund for US$226 million

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Boralex Power Income Fund (Special Committee)

On September 15, 2010, Boralex Inc., a major independent power producer whose core business is the development and operation of power stations that generate renewable energy, announced the take-up of trust units under its offer to acquire by way of takeover bid all of the issued and outstanding trust units in the capital of Boralex Power Income Fund, an income trust that indirectly owned ten power generating stations located in the province of Québec and the United States. The trust units that were taken-up by Boralex, together with the trust units already held by Boralex, then represented approximately 68% of the outstanding trust units of the Fund. In order to allow for the remaining trust units to be deposited to the offer, Boralex extended its offer for an additional two week period.The offer was made by Boralex pursuant to a definitive support agreement entered into on May 3, 2010 between Boralex and the Fund, and was initially structured as an exchange offer pursuant to which holders of trust units would have received an aggregate of $226 million principal amount of convertible unsecured subordinated debentures of Boralex for their trust units. The offer was amended on July 12, 2010 by increasing the annual interest rate and reducing the conversion price for the debentures, and on August 25, 2010 by adding a $90 million cash component to the offered consideration and allowing unitholders of the Fund to elect to receive cash or debentures, in each case subject to proration.On September 28, 2010, Boralex announced the expiry of the offer, as extended, and the take-up of trust units increasing its ownership to approximately 73% of the outstanding trust units of the Fund. On November 1, 2010, following a decision rendered by the Superior Court of Québec which rejected the motion for the issue of a safe guard order initiated by a unitholder of the Fund to block any action affecting its units of the Fund, Boralex proceeded with the acquisition of the remaining trust units of the Fund and completed the privatization of the Fund through a business combination involving an wholly-owned subsidiary of Boralex and the Fund.The Special Committee of Boralex Power Income Fund retained Fasken Martineau as legal advisor with a team that included Robert Paré, Gilles Leclerc, Catherine Isabelle, Frédéric Boucher, Jean Michel Lapierre and Jean-François Séguin (corporate/securities), Stéphanie Lapierre and Valérie Marchand (litigation), Douglas New (competition) and Claude Jodoin (tax).



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