Boralex Formally Launches Offer; Seccareccia Leaves Board

Boralex Inc. has filed the offer and take-over bid circular with the Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission.

Boralex has also commenced the mailing of the offer documents to the holders of units of Boralex Power Income Fund, formally commencing Boralex's offer to acquire all of the issued and outstanding trust units in the capital of the fund on the basis of 0.05 of a C$100 principal amount of 6.25% convertible unsecured subordinated debentures of Boralex.

As previously announced, Boralex and the fund entered into a support agreement on May 3, providing for the terms of the offer and the agreement by the board of trustees of Boralex Power Trust, to recommend that unitholders accept the offer.

In addition, the board of trustees has prepared a trustees' circular in accordance with Canadian securities law requirements. The circular confirms that the special committee of independent trustees of Boralex Power Trust and the independent members of the board of trustees have unanimously determined, on behalf of the fund trustee, that the offer is fair to unitholders other than Boralex and is in the best interest of the fund and such unitholders and unanimously recommend that such unitholders accept the offer.

Boralex has also announced that Pierre Seccareccia has left its board of directors. Seccareccia has been a member of the board since 2003 and was previously managing partner of PricewaterhouseCoopers LLP, the company's auditor.

Given certain residual economic ties, Seccareccia is obliged to leave the board because of U.S. rules regarding auditor independence with which the auditors must comply in the context of the proposed acquisition by Boralex of the fund.

SOURCE: Boralex Inc.


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