Savitr Capital Highlights Urgent Need for Change at Western Wind
Savitr Capital Highlights Urgent Need for Change at Western Wind
Savitr Nominees Dedicated to Completing a Sale Process That Maximizes Value
Institutional Shareholder Services Recommends Replacing the Entire Western Wind Board
Highlights Fact That Savitr's Nominees Are Better Qualified and Not Beholden to Management
Savitr Capital Urges Shareholders To Vote GREEN Proxy FOR All Independent Board Nominees
TORONTO--(BUSINESS WIRE)-- Savitr Capital, LLC ("Savitr"), a significant shareholder of Western Wind Energy Corp. (TSX Venture Exchange: WND) (OTCQX: WNDEF) ("Western Wind" or "the Company"), today issued a letter to Western Wind shareholders highlighting the fact that its nominees are better qualified to run a sale of Western Wind and are entirely dedicated to maximizing shareholder value. Savitr is encouraged by the support it has received from shareholders and acknowledges the shared frustration with the current Board and management that shareholders have expressed.
In the letter issued today, Savitr puts forward a series of questions for all shareholders to consider when voting at the Company's upcoming annual general meeting of shareholders to be held on September 25, 2012. Among other questions, Savitr asks: Why should shareholders be confident that Western Wind's management team can close a transaction now when they have never been successful in maximizing shareholder value in the past? Why is this management team afraid of oversight by a new, independent and qualified board or directors?
The full text of the letter follows:
Dear Fellow Shareholders:
Today we write to ask you to consider a few important questions when casting your vote at Western Wind's upcoming annual general meeting of shareholders to be held on September 25, 2012.
WHY ARE SAVITR'S NOMINEES BETTER QUALIFIED TO RUN THE SALE PROCESS?
- Savitr's nominees are highly qualified, experienced and independent. They will act in the best interests of all shareholders and work to maximize value.
- Institutional Shareholder Services Inc., the leading proxy advisory firm, said it best in their report:*
"The clear intention of the dissident slate, however, is to make sure that the sales process is credible since by the current board's actions in past M&A activities it is not entirely clear that will be the case, even though the board has stated that it is now willing to pursue a sale."
- We do not believe the sale process will be disrupted or impacted by installing a new, independent board of directors. In fact, there will be better oversight.
- The Company has cobbled this sale process together only in the face of shareholder pressure following their announcement of a highly questionable transaction for worthless, unapproved projects. Proposed by management and approved by the Board, the transaction would have diluted existing shareholders by 13 percent.
- The current Board lacks the necessary skills to provide oversight of management, whose incentives to complete a sale are in question.
- We doubt the Board's ability to assess any offer that can deliver maximum value AND certainty of completion.
WILL INDEPENDENT DIRECTORS RUN A SALE PROCESS THAT IS ENTIRELY FOCUSED ON MAXIMIZING SHAREHOLDER VALUE?
- Savitr's director nominees are highly qualified and are entirely committed to working with financial advisors to maximize value for shareholders - getting the highest value possible in a sale process, free of any other agenda or financial incentives to do otherwise.
IS WESTERN WIND'S ASSERTION THAT SAVITR IS WILLING TO ACCEPT LESS VALUE THAN MANAGEMENT TRUE?
- Absolutely NOT.
- Western Wind failed to even negotiate with Algonquin Power to assess how much value could be achieved in a transaction. This is a significant reason why we don't trust the current Board to run a fair and full sales process to completion. In fact, right after the Algonquin offer, Western Wind sold shares in the next quarter at less than the offer price.
WHY ISN'T THE CURRENT BOARD QUALIFIED TO RUN A SALE OF THE COMPANY?
- Because the current Board is beholden to management, whose interests are NOT aligned with shareholders.
- As a fellow shareholder with no other ties to the Company or its CEO, Savitr wants only what is best for all shareholders.
- Four out of five of Western Wind's current Directors are also Directors of Greenbriar Capital, of which Jeff Ciachurski is also CEO. Greenbriar's business is in direct conflict with Western Wind.
- Western Wind does not have an independent chairman. The chairman, in fact, reports toCEO Jeff Ciachurski in his role as Executive Vice President for Business Development.
- Jeff Ciachurski sits on his own compensation committee.
WHY SHOULD SHAREHOLDERS HAVE FAITH THAT WESTERN WIND CAN CLOSE A DEAL NOW AFTER YEARS OF FAILURE?
- We cannot and should not.
- Western Wind has failed to negotiate offers or complete strategic reviews in the past and we are concerned that they will fail again.
- Despite Western Wind's claims, the current Board and management do not have any special skill set that will help sell the Company or its assets. If they have such an advantage, where has it been the past few years?
WHY IS MANAGEMENT AFRAID OF NEW BOARD OVERSIGHT?
- Savitr Capital is advocating for new, independent and qualified board of directors to be added to the board - we are not seeking to change management.
- We expect management fears finally having to show their cards and be open and transparent with shareholders, highlighting their failure to maximize value for shareholders in the past.
WE DON'T TRUST WESTERN WIND'S BOARD TO COMPLETE
A SALE OF THE COMPANY - NEITHER SHOULD YOU
Time and again Western Wind's Board has demonstrated an inability to do what they say they will do and, as such, they should not be trusted to complete a sale of the Company. We have no reason to believe they will act in the best interests of shareholders as they have not done so in the past.
The Company's management team has attempted to mislead you in their statements and representations and seems to be acting without proper oversight or accountability. Don't trust them to make the right decision for shareholders at this critical time. The time to act is now. We encourage you to vote for the Savitr director nominees and look forward to your support.
Savitr encourages shareholders to carefully review its letters, Proxy Circular and other materials and vote only theirGREEN proxy by no later than September 20, 2012 at 5:00 pm (Vancouver Time), in advance of the proxy voting deadline.
Voting Instructions: If you have any questions and/or need assistance in voting your shares, please call Kingsdale Shareholder Services at 1-866-229-8166 or 1-416-867-2272 (collect calls accepted).
Andrew R. Midler
Savitr Capital, LLC
About Savitr Capital, LLC
Savitr Capital is an Investment Manager that focuses on investing in renewable and clean energy companies. The firm has a socially responsible approach to investments with a goal of delivering superior risk adjusted return. These financial goals are coupled with a commitment to sustainability and a responsible stewardship by investing in companies poised for leadership in clean and renewable energy. Savitr is a signatory to the United Nations Principles for Responsible Investing (UNPRI) (www.unpri.org).
* Permission to quote from the ISS report was neither sought nor obtained.
Sard Verbinnen & Co
Dan Gagnier, 212-687-8080
KEYWORDS: United States North America Canada New York
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