Pattern Energy shareholders approve takeover by Canadian pension group

Alan Batkin, chairman of the Pattern Energy board of directors, thanked stockholders on Tuesday for “recognising the significant, immediate and certain value of our transaction with CPP Investments.”

The board had pressed shareholders to vote in favour of the “full and fair value” deal the day prior.

Water Island Capital, which owns 4.10% of Pattern Energy stock, urged fellow shareholders to reject the deal in February, writing in an open letter that the CCPIB's offer price was too low.

The day before the shareholder meeting, a statement published on the Pattern Energy website dismissed the fund manager's claim, countering that “to get above the US$26.75 transaction price, Pattern Energy would have to grow at a rate well in excess of the current management plan. This would require raising additional equity and possibly other actions, including potentially cutting the dividend, which we expect would negatively impact the company's stock price.”

Pattern Energy – which claims to own more than 4.4GW of wind and solar assets in the US, Canada and Japan – was founded in 2009 and has been publicly listed since 2013. The takeover, expected to close “shortly” according to Batkin, will render the company private once again.

CPPIB, which administers around CA$409.5 billion (US$309 billion) on behalf of 20 million Canadians, intends to merge Pattern Energy post-takeover with its privately-held sister company, wind and solar developer Pattern Development.

Evercore and Goldman Sachs & Co LLC served as independent financial advisors to the special committee of the board. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as independent legal counsel.