TORONTO - Brookfield Renewable Energy Partners L.P. (TSX:BEP.UN) is proceeding with its hostile takeover bid for Western Wind Energy Corp. after getting a favourable ruling from the Ontario Securities Commission.
The OSC said Friday it has denied an application by Western Wind (TSXV:WND) seeking a cease trade order and a formal valuation of its shares.
Brookfield says it will now proceed with its "best and final offer" of $2.60 per share for the Vancouver-based renewable energy producer. The all-cash bid is set to expire Feb. 11.
Bermuda-headquartered Brookfield also reiterated there would be no further increase in its bid price, which it earlier hiked from $2.50 per share after being spurned by Western Wind management.
The company also said in a statement that it wanted to remind shareholders that Western Wind traded for $1.19 per share before Brookfield began its attempt to negotiate a friendly takeover.
Even in the early days of the sale process before Brookfield's initial investment — "when shareholders expected a sale transaction" — the closing price was $2.09, Brookfield said, adding that no other offer has come forward in the two months since its initial bid.
Brookfield Renewable said late last month that it had the support of shareholders with 22 per cent of Western Wind common stock. However, the offer is conditional on it receiving at least 50 per cent of the outstanding stock it doesn't already own.
Western Wind had argued that an independent valuation was needed because Brookfield's offer constituted an "insider" bid since it owned more than 10 per cent of the company's stock. Brookfield said that despite its holdings, it remained an "outsider in all material respects."
On Friday, Western Wind noted the OSC ruling applies only to Brookfield's "current bid," which it hopes will be withdrawn if the Feb. 11 deadline for acceptance expires without the requisite number of shares being tendered.
"If this is, in fact, Brookfield's last and final offer, Western Wind believes that the expiry of Brookfield's bid will unleash a true auction for the company," it said.
"If Brookfield pursued a new bid for Western Wind, we will immediately seek a hearing with the OSC that its new bid should not be exempt from valuation requirements," it added. "Western Wind continues to believe there is an issue of merit that should be explored at a full and comprehensive hearing."
On the TSX Venture Exchange, Western Wind shares were down 10 cents, or more than four per cent, at $2.38 in afternoon trading Friday, while Brookfield Renewable units were up 23 cents at $30.15 on Toronto's main board.
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