VNR.PR.A Acquisition Approved by Holders

Valener Inc. has announced (on June 11):

that at its special meeting of shareholders held today, June 11, 2019 (the “Meeting“), shareholders approved the acquisition of Valener by Noverco Inc. (“Noverco“) (the “Announced Transaction“) pursuant to the Arrangement Agreement publicly announced on March 27, 2019 (the “Arrangement“).

As provided for in the Arrangement, two resolutions were submitted to a vote at the Meeting, namely the Arrangement resolution to be approved by the holders of common shares and the preferred shareholder resolution to be approved by the holders of preferred shares (hereinafter, the “Resolutions“).

We refer you to the management information circular, available online at under Valener’s profile, regarding quorum rules and approval threshold that had to be reached at the Meeting.

The Arrangement resolution was approved by 91.92% of the votes cast by holders of common shares, which represented 36.44% of all issued and outstanding common shares of Valener, and by 91.91% of the votes cast by all holders of common shares, excluding common shares beneficially owned or over which control or direction is exercised by interested parties and certain related parties of such interested parties whose votes are required to be excluded in accordance with applicable securities regulation. The preferred shareholder resolution was approved by 99.62% of the votes cast by the holders of the preferred shares, which represented 36.2% of all issued and outstanding preferred shares.

In light of the approval of the Resolutions, counsel for Valener and Noverco will present the application for a final order to approve the Arrangement to the Superior Court of Québec on Friday, June 14, 2019, at 9:00 a.m. (Montréal time). At the hearing, any shareholder or other interested person may intervene in accordance with the procedure set out in item 8 of the management information circular and the interim order of the Superior Court of Québec dated April 17, 2019.

The Announced Transaction remains subject to regulatory approval by the Vermont Public Utility Commission. A public hearing on this matter is scheduled for July 23, 2019.

The proposed acquisition at par was announced in March.

The issue commenced trading 2012-6-6 as a FixedReset, 4.35%+281, after being announced 2012-5-15. It reset to 4.62% effective 2017-10-15. I recommended against conversion and there was no conversion to FloatingResets. The issue is tracked by HIMIPref™ and has been assigned to the FixedReset subindex.

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