Innergex Acquires Cloudworks

On April 4, 2011, Innergex Renewable Energy Inc. (“Innergex”) completed its acquisition of Cloudworks Energy Inc. (“Cloudworks”), for a purchase price of approximately $187 million, approximately $39 million of which was paid by issuance of common shares of Innergex via a private placement to the shareholders of Cloudworks. The balance was paid in cash (subject to a customary holdback). In addition, shareholders of Cloudworks are entitled to receive certain conditional deferred payments based on the future performance of the Cloudworks portfolio of assets.

The acquisition enterprise value of Cloudworks was approximately $417 million. In addition to the $187 million purchase price, Innergex assumed an estimated net debt of approximately $230 million.

Cloudworks is an independent power producer headquartered in Vancouver, British Columbia.

Innergex is a leading developer, owner, and operator of run-of-river hydroelectric facilities and wind energy projects in North America, and a developer of solar photovoltaic installations.

To finance the acquisition, Innergex completed a prospectus offering of subscription receipts for aggregate gross proceeds of approximately $166 million, including an over-allotment option exercised in full by the underwriters of the offering.

The offering, completed on March 4, 2011, was underwritten by a syndicate of underwriters led by BMO Capital Markets and National Bank Financial Inc. that included TD Securities Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., Scotia Capital Inc., and Desjardins Securities Inc.

Innergex was represented by its team of in-house counsel, which included Yves Baribeault and Nathalie Théberge, and was assisted for both the acquisition and the offering by a McCarthy Tétrault LLP team led by Marc Dorion that included Philippe Fortier, Frédéric Cotnoir, Richard O'Doherty, Benjamin Silver, Frédéric Harvey, Christian Meighan, Dominic Therrien, Julie Elmlinger, and Charles Flicker of the Montréal office and Sven Milelli, Tim Kwan, Joshua Walters, Conrad Rego and Lynn Le Nobel of the Vancouver office.

Cloudworks, its principals, and certain of its shareholders were represented by Fasken Martineau DuMoulin LLP, whose team was led by Ron Ezekiel and included Frank Schober, Don Dalik, Richard Berrow, John Kim, Joseph Yang, and Stephanie Sanger.

The underwriters were assisted by Borden Ladner Gervais LLP, whose team included John Godber, Sylvie Bouvette, Christian Faribault, Réda Ray Saad and Marianne Sallin-Gingras.


Richard O'Doherty Charles Flicker Philippe Fortier Marc Dorion Nathalie Théberge Yves Baribeault Christian Faribault Joshua C. Walters Christian Meighen Frédéric Harvey Julie Elmlinger Dominic Therrien Ron Ezekiel Frank S. Schober Marianne Sallin-Gingras Sven O. Milelli Donald M. Dalik H. John Godber Benjamin Silver Sylvie Bouvette Timothy S. T. Kwan Joseph Yang Réda Ray Saad Frédéric Cotnoir Stephanie Sanger