Atlantica Publishes Scheme Circular and Announces the Shareholder Meetings to
Vote on its Acquisition by ECP and Co-Investors Will Be Held on August 8, 2024
July 16, 2024 - Atlantica Sustainable Infrastructure plc (NASDAQ: AY)
("Atlantica" or the "Company") announced today that it has published a scheme
circular (the "Scheme Circular") regarding the shareholder meetings to be held
to consider and vote on the proposed acquisition of
Atlantica (the "Transaction") by a private limited company incorporated in
England and Wales ("Bidco"). Bidco is controlled by Energy Capital Partners
("ECP"), a leading investor across energy transition, electrification and
decarbonization infrastructure assets, and includes a large group of
institutional co-investors.
As set forth in the Scheme Circular, the Atlantica shareholder meetings for the
Transaction will be held in London, UK on August 8, 2024. Algonquin Power &
Utilities Corp. and Liberty (AY Holdings), B.V. (collectively, "Algonquin"),
which hold approximately 42.2% of Atlantica's shares, have entered into a
support agreement with Bidco pursuant to which Algonquin has agreed, subject to
the terms of that agreement, to vote its shares in favor of the Transaction. The
Atlantica Board of Directors unanimously recommends that Atlantica shareholders
vote "FOR" each of the Transaction-related proposals at the shareholder
meetings.
Holders of record of Atlantica ordinary shares as of 6:30 p.m. (London time) on
August 6, 2024 will be entitled to vote at the shareholder meetings.
Atlantica shareholders are urged to read the Scheme Circular for more
information, including how to vote at and, if applicable, attend the shareholder
meetings.
Forward-Looking Statements
This announcement includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements that express,
or involve discussions as to, expectations, beliefs, plans, objectives,
assumptions, strategies, future events or performance (often, but not always,
through the use of words or phrases such as may result, are expected to, will
continue, is anticipated, likely to be, believe, will, could, should, would,
estimated, may, plan, potential, future, projection, goals, target, outlook,
predict, aim and intend or words of similar meaning) or the negative of these
terms or other comparable terminology are not statements of historical facts and
may be forward looking. Such statements occur throughout this announcement and
include statements with respect to and regarding the implementation of the
Transaction, the proposed timing and various actions and other conditions
contemplated in respect of the Transaction and the scheme.
The forward-looking statements in this announcement are subject to numerous
risks, uncertainties, estimates and assumptions, including risks relating to (a)
Bidco's and Atlantica's ability to complete the Transaction on the proposed
terms or on the anticipated timeline, or at all, including risks and
uncertainties related to securing the necessary regulatory and other third-party
approvals, including the company shareholder approvals, the sanction of the
scheme by the Court or the satisfaction of other closing conditions to
consummate the Transaction? (b) the occurrence of any event, change or other
circumstance that could give rise to the termination of the transaction
agreement or any unanticipated difficulties or expenditures relating to the
proposed Transaction? (c) risks related to diverting the attention of
Atlantica's management from ongoing business operations? (d) failure to realize
the expected benefits of the Transaction? (e) significant transaction costs
and/or unknown or inestimable liabilities? (f) the risk of shareholder
litigation in connection with the Transaction, including resulting expense or
delay? (g) Bidco's ability to fund the cash required to consummate the
Transaction? (h) risks related to future opportunities and plans for the
Company, including the uncertainty of expected future regulatory filings,
financial performance and results of the Company following completion of the
Transaction? (i) disruption of currents plans and operations caused by the
announcement of the proposed Transaction, making it more difficult to conduct
business as usual or maintain relationships with current or future customers,
employees or suppliers, financing sources, governmental authorities, and joint-
venture partners? (j) effects relating to the announcement of the Transaction or
any further announcements or the consummation of the Transaction on the market
price of Atlantica's shares and, if the Transaction is not completed, and the
Company continues as a publicly-traded entity, risks that the announcement of
the proposed Transaction and the dedication of substantial resources of the
Company to the completion of the Transaction could have an impact on its
business, strategic relationships, operating results and activities in general?
(k) risk of having to pay the company termination fee pursuant to the terms of
the transaction agreement? (l) regulatory initiatives and changes in tax laws
that may impact the Transaction? (m) market volatility? and (n) other risks and
uncertainties affecting Bidco and Atlantica and more. Given these risks and
uncertainties, you should not place undue reliance on forward-looking statements
as a prediction of actual results. Accordingly, any such statements are
qualified in their entirety by reference to, and are accompanied by, important
factors included in "Part I-Item 3.D.-Risk Factors" in our Annual Report on Form
20-F for the year ended December 31, 2023 and in any subsequent reports on Form
6-K (in addition to any assumptions and other factors referred to specifically
in connection with such forward-looking statements).
Any forward-looking statement speaks only as of the date on which such statement
is made, and we undertake no obligation to update any forward-looking statement
to reflect events or circumstances, including, but not limited to, unanticipated
events, after the date on which such statement is made, unless otherwise
required by law. New factors emerge from time to time, and it is not possible
for management to predict all of these factors, nor can it assess the impact of
each of these factors on the business or the extent to which any factor, or
combination of factors, may cause actual results, performance or achievements,
and the timing of events to differ materially from those contained or implied in
any forward-looking statement.
Additional Information and Where to Find It
Atlantica has furnished the Scheme Circular to the SEC under cover of a Report
of Foreign Private Issuer on Form 6-K and mailed or otherwise provided it to its
shareholders. This announcement is not a substitute for the Scheme Circular or
any other document that may be filed or furnished by Atlantica with the SEC.
Investors and security holders are urged to carefully read the entire Scheme
Circular (which includes an explanatory statement in respect of the scheme in
accordance with the requirements of the U.K. Companies Act 2006) and other
relevant documents as and when they become available because they will contain
important information. You may obtain copies of all documents filed with or
furnished to the SEC regarding the Transaction, free of charge, at the SEC's
website (www.sec.gov).
In addition, investors and shareholders will be able to obtain free copies of
the Scheme Circular and other documents filed with or furnished to the SEC by
Atlantica on its Investor Relations website
(https://www.atlantica.com/web/en/investors/).
Neither this announcement nor any copy of it may be taken or transmitted
directly or indirectly into or from any jurisdiction where to do so would
constitute a violation of the relevant laws or regulations of such jurisdiction.
Any failure to comply with this restriction may constitute a violation of such
laws or regulations. Persons in possession of this announcement or other
information referred to herein should inform themselves about, and observe, any
restrictions in such laws or regulations.
No Offer or Solicitation
This announcement is not intended to and does not constitute an offer to sell or
the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in contravention of applicable law.
About Atlantica
Atlantica Sustainable Infrastructure plc is a sustainable infrastructure company
that owns a diversified portfolio of contracted renewable energy, storage,
efficient natural gas, electric transmission and water assets in North & South
America, and certain markets in EMEA (www.atlantica.com
(http://www.atlantica.com)).
Investor Relations & Communication
Chief Financial Officer Leire Perez
Francisco Martinez-Davis E ir@atlantica.com
E ir@atlantica.com T +44 20 3499 0465
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