LONGUEUIL, Quebec, June 30, 2021 – Innergex Renewable Energy Inc. (TSX: INE) (“Innergex” or the “Corporation”) is pleased to announce that it has entered into a stock purchase agreement pursuant to which it will acquire the remaining 50% interest in Energía Llaima SpA (“Energía Llaima”), a renewable energy company based in Chile, of which Innergex already owns 50%, for an aggregate consideration of CAN$88.36 million.
Energía Llaima has interests in and operates three hydro facilities in Chile with a gross installed capacity of 152 MW, a solar thermal facility with a gross installed capacity of 34 MW, as well as several projects in the development or prospective stages. It also manages operations at the Salvador solar farm on behalf of Innergex.
“Three years ago, we entered the Latin American market through a joint venture with Energía Llaima, and we have since gained a solid understanding of the market and operations. Innergex is now ready to pursue its growth on its own in the Chilean and larger Latin America market,” said Michel Letellier, President and Chief Executive Officer of Innergex. “By acquiring the remaining interests in Energía Llaima, we will be able to unlock value from sharing best practices and achieving operational synergies. We are welcoming a pool of highly skilled and passionate employees who will bring new expertise to Innergex while benefitting from the support of a larger corporation.”
As a consideration for this transaction, Innergex will issue to Energía Llaima’s shareholders the number of Innergex common shares for an aggregate value of US$71.35 million at a price per share equal to the 10-day volume weighted average price, being 5 days before and 5 days after the announcement of the purchase operation. The transaction is subject to customary terms and conditions.
Innergex expects the additional 50% interest in Energía Llaima to generate Revenues Proportionate of approximately US$14.9 million (CAN$18.5 million) and a projected Adjusted EBITDA Proportionate of approximately US$8 million (CAN$9.9 million) per year on average for the first full five years. The transaction is also expected to be accretive by contributing US$3.6 million (CAN$4.5 million) to the Free Cash Flow, before deriving additional value from the optimization of Energía Llaima’s financing structure and implementation of operational synergies.
Additionally, as part of the Investor Rights Agreement between Innergex and Hydro-Québec, Hydro-Québec owns a preferential subscription right allowing it to maintain its 19.9% ownership (the “Preferential Subscription”). Therefore, Hydro-Québec can subscribe to Innergex common shares in connection with any issuance at an equal price, including in the context of an acquisition. Hydro-Québec also has a subscription right to maintain its ownership following any annual issuance pursuant to equity securities, incentive securities or securities granted in connection with compensation (the “Annual Subscription”). In that regard, Innergex will issue, concurrently with the closing of the transaction described above, the number of common shares in order for Hydro-Quebec to maintain its 19.9% ownership by means of a private placement.
The tables below outline Energía Llaima’s operating facilities and development portfolio with Innergex’s percentage ownership updated following the transaction.
For over 30 years, Innergex has believed in a world where abundant renewable energy promotes healthier communities and creates shared prosperity. As an independent renewable power producer which develops, acquires, owns and operates hydroelectric facilities, wind farms, solar farms and energy storage facilities, Innergex is convinced that generating power from renewable sources will lead the way to a better world. Innergex conducts operations in Canada, the United States, France and Chile and manages a large portfolio of high-quality assets currently consisting of interests in 76 operating facilities with an aggregate net installed capacity of 2,747 MW (gross 3,701 MW) and an energy storage capacity of 150 MWh, including 37 hydroelectric facilities, 33 wind farms and six solar farms. Innergex also holds interests in 9 projects under development, three of which are under construction, with a net installed capacity of 551 MW (gross 623 MW) and an energy storage capacity of 329 MWh, as well as prospective projects at different stages of development with an aggregate gross capacity totalling 6,935 MW. Its approach to building shareholder value is to generate sustainable cash flows, provide an attractive risk-adjusted return on invested capital and to distribute a stable dividend.
Cautionary Statement Regarding Forward-Looking Information
To inform readers of the Corporation’s future prospects, this press release contains forward-looking information within the meaning of applicable securities laws (“Forward-Looking Information”), including the Corporation’s projected financial performance, power production, prospective projects, successful development, construction and financing of the projects under construction and the advanced stage prospective projects, sources and impact of funding, project acquisitions, execution of non-recourse project-level financing (including the timing and amount thereof), and strategic, operational and financial benefits and accretion expected to result from such acquisitions, business strategy, future development and growth prospects (including expected growth opportunities under the Strategic Alliance with Hydro-Québec), business integration, governance, business outlook, objectives, plans and strategic priorities, and other statements that are not historical facts. Forward-Looking Information can generally be identified by the use of words such as “approximately”, “may”, “will”, “could”, “believes”, “expects”, “intends”, “should”, “would”, “plans”, “potential”, “project”, “anticipates”, “estimates”, “scheduled” or “forecasts”, or other comparable terms that state that certain events will or will not occur. It represents the projections and expectations of the Corporation relating to future events or results as of the date of this press release.
Forward-Looking Information includes future-oriented financial information or financial outlook within the meaning of securities laws, including information regarding the Corporation’s expected production, the estimated project costs, projected revenues, projected Revenues Proportionate, projected Adjusted EBITDA and projected Adjusted EBITDA Proportionate, Projected Free Cash Flow, Projected Free Cash Flow per Share and intention to pay dividend quarterly, the estimated project size, costs and schedule, including obtainment of permits, start of construction, work conducted and start of commercial operation for Development Projects and Prospective Projects, the Corporation’s intent to submit projects under Requests for Proposals and other statements that are not historical facts. Such information is intended to inform readers of the potential financial impact of expected results, of the expected commissioning of Development Projects, of the potential financial impact of completed and future acquisitions, and of the Corporation’s ability to sustain current dividends and to fund its growth. Such information may not be appropriate for other purposes.
Forward-looking Information is based on certain key assumptions made by Innergex, including, without restrictions, assumptions concerning project performance, economic, financial and financial market conditions, expectations and assumptions concerning availability of capital resources and timely performance by third-parties of contractual obligations, receipt of regulatory approvals and the divestiture of select assets. Although Innergex believes that the expectations and assumptions on which such forward-looking information is based are reasonable, under the current circumstances, readers are cautioned not to rely unduly on this forward-looking information as no assurance can be given that they will prove to be correct. The forward-looking information contained in this press release is made as of the date hereof and Innergex does not undertake any obligation to update or revise any forward-looking information, whether as a result of events or circumstances occurring after the date hereof, unless so required by law.
For more information on the risks and uncertainties that may cause actual results or performance to be materially different from those expressed, implied or presented by the forward-looking information or on the principal assumptions used to derive this information, please refer to the “Forward-Looking Information” section of the Management’s Discussion and Analysis for the three-month period ended March 31, 2021.
Some measures referred to in this press release are not recognized measures under IFRS and therefore may not be comparable to those presented by other issuers. Innergex believes that these indicators are important, as they provide management and the reader with additional information about the Corporation’s production and cash generation capabilities, its ability to sustain current dividends and dividend increases and its ability to fund its growth. These indicators also facilitate the comparison of results over different periods. Innergex’s share of Revenues of joint ventures and associates, Revenues Proportionate, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted EBITDA Proportionate, Adjusted EBITDA Proportionate Margin, Innergex’s share of Adjusted EBITDA of joint ventures and associates, Adjusted Net Loss, Free Cash Flow, Adjusted Free Cash Flow, Payout Ratio and Adjusted Payout Ratio are not measures recognized by IFRS and have no standardized meaning prescribed by IFRS. Please refer to the “Non-IFRS Measures” section of the Management’s Discussion and Analysis for the three-month period ended March 31, 2021.