Northland Power Inc. ('Northland') (TSX: NPI) today confirms the successful completion of its previously announced acquisition of a 99.2% interest in the Colombian regulated utility Empresa de Energia de Boyaca ('EBSA') from Fondo de Capital Privado de Infraestructura Brookfield Colombia and BCIF Holdings Colombia II S.A.S. (collectively, 'Brookfield Infrastructure') (the 'Acquisition').
The Acquisition was subject to customary working capital adjustments and other closing conditions, including the receipt of approval of EBSA's proposed tariff (the 'Tariff Resolution') by local regulators. The share purchase agreement with Brookfield Infrastructure, also included a provision for a purchase price adjustment in the event of a deviation from the proposed tariff.
The Tariff Resolution was issued in December 2019 and pursuant to the share purchase agreement, the purchase price was adjusted to COP 2,412 billion ($960 million) from COP 2,665 billion ($1.05 billion) and may be subject to further post-closing adjustments following a review of the Tariff Resolution. To fund part of the Acquisition, Northland completed an offering (the 'Offering') of subscription receipts ('Subscription Receipts'). In accordance with the terms of the subscription receipt agreement pursuant to which the Subscription Receipts were issued, at the Acquisition closing time, each outstanding Subscription Receipt will be exchanged for one common share of Northland, resulting in the issuance of a total of 14,289,000 common shares. In addition, holders of Subscription Receipts at the Acquisition closing time will receive a dividend equivalent cash payment equal to $0.40 per Subscription Receipt (the 'Dividend Equivalent Payment'). The Dividend Equivalent Payment is equal to the aggregate amount of dividends per common share for which record dates occurred since the issuance of the Subscription Receipts and prior to the closing date of the Acquisition. Trading in the Subscription Receipts will be halted immediately, and they will be delisted from the Toronto Stock Exchange ('TSX') at the close of business today. The common shares issued in exchange for the Subscription Receipts will be issued to holders of the Subscription Receipts through the facilities of CDS on or about January 16, 2020 and will trade on the TSX under the symbol 'NPI'.
FORWARD-LOOKING STATEMENTS
This release contains certain forward-looking statements. Readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as 'expects,' 'anticipates,' 'plans,' 'believes,' 'estimates,' 'intends,' 'targets,' 'projects,' 'forecasts' or negative versions thereof and other similar expressions, or future or conditional verbs such as 'may,' 'will,' 'should,' 'would' and 'could.' These statements may include, without limitation, statements regarding the timing of the review of the Tariff Resolution and potential tariff structure adjustments and post-closing purchase price adjustments resulting therefrom, the timing of the Dividend Equivalent Payment, the timing of the delisting of the Subscription Receipts and listing of the common shares issued in exchange thereof, Northland's ability to integrate EBSA, and Northland's ability to realize future growth opportunities in Colombia. These statements are based upon certain material factors or assumptions that were applied in developing the forward-looking statements. Although these forward-looking statements are based upon management's current reasonable expectations and assumptions, they are subject to numerous risks and uncertainties. Some of the factors that could cause results or events to differ from current expectations include, but are not limited to, Northland's ability to integrate EBSA, construction risks, counterparty risks, operational risks, foreign exchange rates, regulatory risks, maritime risks for construction and operation, and the variability of revenues from generating facilities powered by intermittent renewable resources and the other factors described in the 'Risks and Uncertainties' section of Northland's 2018 Annual Report and Annual Information Form, both of which can be found at www.sedar.com under Northland's profile and on Northland's website northlandpower.com, as well as the risks that are set out under the heading 'Risk Factors' in the Prospectus Supplement dated September 11, 2019 that Northland filed on SEDAR in connection with the Offering. Northland's actual results could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur.
Contact:
Tel: +1 (647) 288-1019
NORTHLAND POWER INC. 
