Atlantica Holds Shareholders' Meetings to Approve its Acquisition by Energy
Capital Partners and Co-Investors
August 8, 2024 - Atlantica Sustainable Infrastructure plc (NASDAQ: AY)
("Atlantica" or the "Company"), announced today that it has completed the
requisite meetings of its shareholders to approve its acquisition by Energy
Capital Partners and a group of co-investors (the "Transaction"). Based upon the
preliminary results of these meetings, the Transaction received all requisite
approvals of the Company's shareholders. Atlantica will publish the final voting
results of the meetings in the coming days.
The Transaction is still subject to, among other conditions, sanction of the
Transaction by the High Court of Justice of England and Wales, and regulatory
approvals in different jurisdictions, including clearance by the Committee on
Foreign Investment in the United States and by the Federal Energy Regulatory
Commission in the United States. The Transaction is expected to close in the
fourth quarter of 2024 or early first quarter of 2025.
For further information regarding the Transaction and the relevant agreements
related thereto, please see the Report of Foreign Private Issuer on Form 6-K
filed on May 28, 2024 by the Company, including the exhibits thereto and the
Report of Foreign Private Issuer on Form 6-K filed on July 16, 2024, including
the exhibits thereto. The descriptions of the Transaction and such agreements
outlined above do not purport to be complete and are qualified in their entirety
by reference to the full text of such agreements which are exhibits to the
abovementioned Reports of Foreign Private Issuer on Form 6-K.
Forward-Looking Statements
This press release 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 expected", "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 report and include statements with respect
to the Transaction and the implementation of the Scheme, the proposed timing and
various actions and other conditions contemplated in respect of the Transaction
and the Scheme.
The forward-looking statements in this report 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, the sanction of the Scheme by the High Court of Justice of England
and Wales 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.
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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