Crius Says That Independent Proxy Advisory Firms Recommend Unitholders Vote FOR Vistra Transaction
Crius Energy Trust (the "Trust" or "Crius Energy") announced that both Institutional Shareholder Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have recommended that unitholders of Crius Energy ("Unitholders") vote "FOR" the proposed special resolution (the "Transaction Resolution") approving the Vistra Transaction (as defined herein).
If the Transaction Resolution is approved, and the other closing conditions described in the purchase agreement are satisfied or waived, Vienna Acquisition B.C. Ltd., a wholly-owned subsidiary of Vistra Energy Corp., will indirectly through the purchase of certain subsidiaries of the Trust, acquire the assets and assume the liabilities of the Trust (the "Vistra Transaction"). The Trust will redeem all outstanding trust units of the Trust (each, a "Unit") promptly following completion of Vistra Transaction and Unitholders will be entitled to receive cash consideration of C$8.80 per Unit upon the redemption of their Units.
Full details of the Vistra Transaction are included in a management information circular of the Trust, which has been mailed to Unitholders of record as of February 25, 2019 in connection with the Meeting (as defined herein) being held to, among other things, approve the Transaction Resolution and is also available on SEDAR under the Trust's issuer profile.
According to Crius, in reaching its conclusion, ISS noted: "The proposed transaction makes sense as current Unitholders get to exit their investment at a significant premium. Furthermore, the cash consideration provides certainty of value. Given that the Trust went through a prolonged and extensive strategic review and sales process, which included a partial auction, it appears that the sale of the Trust may represent the best alternative for the Trust's current unitholders. In light of the above and absence of significant governance concerns, unitholder approval of this resolution is warranted".
According to Crius, Glass Lewis also noted: "... investors have been provided reason to conclude Crius was fully marketed and that the resulting value represents a reasonable exit point".