Innergex Renewable Energy and CDPQ have made a definitive agreement for CDPQ to acquire all issued and outstanding common shares of Innergex at C$13.75 ($9.63) per share in cash.
The agreement, also involves acquiring all preferred shares in Series A and C for C$25.00 per share in cash, subject to shareholder and regulatory approvals.
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The transaction offers a premium of 58% on the closing price of Innergex’s common shares on the Toronto Stock Exchange (TSX) on 24 February 2025.
Preferred shareholders will receive repayment of their subscription price, with a premium of 24% for Series C and 58% for Series A shares, including accrued dividends.
CDPQ executive vice-president and head of infrastructure Emmanuel Jaclot stated: “We are proud to support Innergex as it embarks on this new chapter, guided by a long-term vision, access to capital and readiness to seize growth opportunities.
“This investment perfectly illustrates our constructive capital and dual mandate in action: while we strive for optimal returns, we are committed to supporting essential businesses headquartered in Québec, such as Innergex, which plays a key role in the energy transition and autonomy.
“Innergex has been a leader in renewable energy across North America, with strong development capabilities and a long history of collaboration and partnership with Indigenous communities.”
CDPQ plans to syndicate up to 20% of its invested capital to like-minded investors, although the transaction is not contingent on this syndication.
The transaction will proceed via a plan of arrangement under the Canada Business Corporations Act, requiring two-thirds approval from common shareholders and Series A preferred shareholders.
The agreement includes non-solicitation covenants and a termination fee of C$83.9m.
CDPQ will fund the acquisition with cash on hand and a new C$1.2bn of senior financing.
Innergex’s shares and debentures will be delisted from the TSX and an application to cease being a reporting issuer will be submitted.
Innergex president CEO Michel Letellier stated: “As we transition from being a publicly traded company to a privately held entity, this change marks an exciting new chapter in our journey. CDPQ shares our commitment to sustainability and growth as well as long-term value. Hence together, we will be able to achieve even greater success.
“This move allows us to leverage their resources and expertise, while continuing to operate from our Longueuil headquarters, which will remain central to our global operations. This is great news for everyone involved, as it provides the stability and flexibility to pursue our goals without the distractions of market volatility.”
Advisors for the transaction included BMO Capital Markets and CIBC Capital Markets for Innergex, with Greenhill & Co. Canada as the independent financial advisor.
CDPQ’s advisors included TD Securities and Moelis & Company, with TD Securities also underwriting the new financing.
