From the Wires
Jeff Ciachurski, CEO of Western Wind Energy, responds to Tom Konrad's letter
By: PR Newswire
Feb. 17, 2013 08:27 PM
VANCOUVER, British Columbia, February 18, 2013 /PRNewswire/ --
- TSX.V Symbol: "WND"
- OTCQX Symbol: "WNDEF"
- Issued and Outstanding: 70,656,722
Jeff Ciachurski wishes to personally respond to Tom Konrad's promotional news article dated February 13, 2013.
There was a series of phone calls between Jeff Ciachurski, CEO of Western Wind Energy and Tom Konrad, a contributing writer to Forbes. After this discussion, Mr. Konrad produced an article titled "Why I'm Accepting Brookfield Offer for $2.60 per Share for Western Wind." In this Article, Mr. Konrad makes a series of naked assertions. To set the record straight, Mr. Ciachurski is responding to each of Mr. Konrad's subject paragraphs. We are hopeful that Mr. Konrad will reproduce, verbatim, this rebuttal from Jeff Ciachurski.
Mr. Konrad's first paragraph is entitled "What Changed My Mind" and in this paragraph Mr. Konrad talks about speaking to fund managers and Brookfield's head of media relations.
Jeff Ciachurski responds by saying that Brookfield's Head of Media Relations can only disclose the party line of Brookfield. Brookfield's CEO or CFO had refused to speak with Tom Konrad. Regarding the hedge fund managers who spoke with Tom Konrad, most are "event driven" fund managers who solely purchased stock when the Company was put up for sale or when they were aware that a sales process was imminent. Together, these event driven funds constitute approximately 13 million shares or the vast majority of the parties who have tendered. In fact, it was these funds that contacted Brookfield and agreed to tender if the bid was raised to $2.60. These funds became so over-weighted with our stock in a situation where they had a limited timeline, that there was no other alternative but to tender.
Mr. Konrad's second paragraph is entitled "The Situation As I Now See It." In this paragraph, Mr. Konrad gives an opinion as to what buyers will pay; states our lack of intention to sell; declares no value to Yabucoa; states Western Wind's share price will decline significantly if the bid expires; states allegations of alienating possible buyers; and Mr. Konrad's view that he can sway the public to whether or not Brookfield wins the vote.
"What Buyers Will Pay - Why Not More Than $3"
Mr. Ciachurski replies that Mr. Konrad is unaware that hostile bids for independent power producers are virtually non-existent. The best-suited and most efficient purchasers for Western Wind are US regulated utilities and their non-regulated subsidiaries. Mr. Konrad fails to understand that executive committees within these utilities will not bid on a company, simply for a break-up fee and incur the public disdain within their regulated jurisdiction, of getting into a hostile bidding war against an insider such as Brookfield, who holds a below market price share position. Brookfield knows this and the only hope of Western Wind shareholders getting a better price is by Brookfield not obtaining the minimum tender and publicly saying it is walking away. As Mr. Ciachurski has stated to Mr. Konrad several times, this is a battle between Brookfield and the Western Wind shareholders and not between Brookfield and Jeff Ciachurski. Mr. Ciachurski's job is to give guidance and if Mr. Konrad feels that his investment advice has overreaching logic and conclusions, this is another feather in the cap for Brookfield.
"Lack of Intention to Sell - Ciachurski's Compensation"
In this paragraph, Mr. Konrad wrongly states that there will be two change of control payments. There is only one and that was paid just before the Company's AGM as a precaution that either Savitr or Brookfield, if successful, in either the proxy battle or subsequent hostile bid, would not honor any of the employees' pre-established change of control payments. It is standard in a hostile environment, whether by proxy battle or hostile bid, that the non-incumbent winning party, not honor any employment agreement. This leads to years of litigation and in the case of the proxy battle, would have led to a diminished sales price. Mr. Konrad further fails to state that Jeff Ciachurski is one of the largest shareholders and stands to benefit the greatest from any increase in value.
"Declares No Value to Yabucoa - Financing Yabucoa"
Jeff says Mr. Konrad turns on its head, the entire basic principles of project finance. The most efficient cost of capital is bank debt. Currently, project financed debt is available at LIBOR +2.75 therefore, the more bank debt on any project, the more superior returns to the project sponsor. The more equity in a project, the lower the rate of return. Equity rates of return are much higher than bank debt therefore, companies that have to sell copious amounts of corporate equity to meet a project equity requirement, are lowering the project's total yield. No bank with an "A" rating or better, can simply increase the interest rate to meet a perceived serious risk of default.
Similar to Windstar and Kingman, the rates we received, were the lowest rates available, at that particular time, to any party. In the case of Windstar, where we had an institutional lending group (life insurance companies), rather than banks, the interest rate is higher because it is fixed for 21 years and does not have any interest rate hedging costs, which, at the end of the day, becomes a more stable and predictable expense, yet at a total costs similar to the bank debt with swaps. In fact our audited financial statements show we have raised only $70 Million in total corporate book equity since incorporation. However we control $430 Million in assets and have a hostile bidder valuing that total corporate equity at $190 Million. This is a superior conclusion unmatched by the Yieldco's quoted by Mr. Konrad who do not trade more than their book share equity value.
"The Stock Will Fall"
Jeff says the statement by Mr. Konrad that the stock price will fall is contrary to his earlier paragraph where he states that the Company is worth more than $2.60 per share. However, Mr. Konrad does not clarify whether he is a "value investor" or a "stock trader." He is certainly not a pure clean energy investor. This is verified within Mr. Konrad's February 13th article where he states "Brookfield and Algonquin are the largest pure play renewable companies in North America." Mr. Konrad claims to own shares of both. According to Algonquin's financial statements and website, Algonquin is a significant fossil fuel generator and utility distributor of fossil fuels. This makes Mr. Konrad not a "pure" clean energy investor therefore; his recommendation of the stock dropping can only be that of a view from a short-term stock trader. We cannot predict what the price of Western Wind will do in the short term but we do know that Mr. Konrad believes the shares are worth more than $2.60.
Jeff says Western Wind has been public since December 23, 1999 and until July 30th, 2012, has never agreed to put itself up for sale. There is simply no history or record of alienating buyers. Algonquin issued a hostile "bear hug letter" in October of 2011 and Savitr launched a proxy battle on July 31st, 2012. On November 23, 2012, Brookfield stated its intentions of launching a hostile bid. For the past 16 months, Western Wind has been under hostile attempt from two parties, with the Brookfield hostile bid being proxy war 2.0. We would like to invite Mr. Konrad to offer the public his version of "How Not to Alienate Hostile Bidders."
"Our Decision Makes a Difference"
Jeff says Mr. Konrad takes pride in the fact that his newsletter may be able to sway shareholders to tender to the Brookfield bid. He does that by saying he would rather take $2.60 now than waiting 3-4 months for an extra 5% - 8%. None of these arguments are supported by fact, simply Mr. Konrad's desire to cash-out on a share position unknown to the public. The public is also unaware as to when Mr. Konrad buys or sells shares, in relationship to his "Buy and Sell" opinion letters. Such is the field in the unregulated game of newsletter writers.
At the end Mr. Konrad fails to state that under Jeff Ciachurski's leadership, Western Wind helped create hundreds of high paying true green energy jobs. Western Wind paid tens of millions in sales taxes, millions in taxes to the Countries in which it does business and millions per year in additional land taxes for its assets. Western Wind was a 35-cent IPO in December 1999 and even at only $2.60, is the green energy market leader with a Combined Annual Growth Rate on share value of 20% per year, each and every year since 2000. Asset growth is a staggering 60% annually since 2000. Virtually every other green energy company has failed to meet these exceptional targets or simply failed completely.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain statements contained in this news release may constitute forward-looking information under applicable Canadian securities legislation. These statements relate to future events and are prospective in nature. All statements other than statements of historical fact may constitute forward-looking statements or contain forward-looking information. Forward-looking statements are often, but not always, identified by the use of words such as "may", "will", "project", "predict", "potential", "plan", "continue", "estimate", "expect", "targeting", "intend", "could", "might", "seek", "anticipate", "should", "believe" or variations thereof. Forward-looking information may relate to management's future outlook and anticipated events or results and may include statements or information regarding the future plans or prospects of the Company.
Forward-looking information is based on certain factors and assumptions regarding, among other things, the outcome of a hearing before the OSC, if such hearing occurs, the results of a valuation, if obtained by Brookfield , and the availability of a financially superior offer,. Several factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to: the outcome of a hearing before the OSC, if such hearing occurs, the results of a valuation, if obtained by Brookfield, may not be as anticipated by the Company, actions taken by Brookfield, actions taken by the Western Wind Shareholders in relation to the Offer, the possible effect of the Offer on the Company's business, the outcome of the Company's previously-announced sale process, and the availability of value-maximizing alternatives relative to the Offer. Additional risks and uncertainties can be found in the Company's MD&A for the year ended December 31, 2011 and the Company's other continuous disclosure filings which are available at http://www.sedar.com.
Forward-looking statements and forward-looking information involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements including, without limitation: the risk that the outcome of a hearing before the OSC will not be in the Company's favor, the results of the valuation, if obtained by Brookfield, will not be as anticipated by the Company, the progress of Western Wind's sales process, and, assuming the Company receives an expression of interest from a prospective purchaser, whether a financially superior offer for Western Wind emerges, whether the Company is able to successfully negotiate a prospective sales transaction and whether the conditions of any proposed transaction, including receipt by the Company of all necessary approvals, are met.
The Company believes that the expectations reflected in the forward-looking statements contained in this news release are reasonable, but no assurance can be given that they will prove to be correct. Actual results and future events may differ materially from those anticipated and accordingly forward-looking statements should not be unduly relied upon. Forward-looking statements contained in this document speak only as of the date of this news release. Except as required by applicable law, Western Wind disclaims any obligation to update any forward-looking information.
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