Northland Power Income Fund

Northland Power Income Fund

June 15, 2009 16:58 ET

RiskMetrics Group Recommends Northland Power Income Fund Unitholders Vote for the Acquisition of Northland Power Inc.

Fund Announces Amendments to Proposed LTIP

TORONTO, ONTARIO--(Marketwire - June 15, 2009) - Northland Power Income Fund (the "Fund") (TSX:NPI.UN)(TSX:NPI.DB) announced today that RiskMetrics Group ("RiskMetrics") has issued a recommendation that the Fund's unitholders vote FOR the acquisition of Northland Power Inc. ("NPI") at the Annual and Special Meeting of Unitholders on Monday, June 22, 2009.

RiskMetrics is widely recognized as one of the leading independent proxy voting and corporate governance advisory firms. Its analysis and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.

In preparing its report and recommending that unitholders approve the acquisition of NPI, RiskMetrics considered the Fund's proposed acquisition of NPI from strategic, financial and governance perspectives.

"We are pleased that RiskMetrics has recommended that unitholders support the proposed acquisition of NPI, following its thorough review of the merits of the transaction," said John W. Brace, President and Chief Executive Officer of NPI and of the Fund's manager.

The recommendation from RiskMetrics follows the independent Valuation and Fairness Opinion prepared by Crosbie & Company Inc. which found that, as of the date of the Opinion and subject to other factors, assumptions and limitations described in it, the transactions are fair from a financial point of view to the Fund and its Unitholders, excluding related parties.

In its report, RiskMetrics also analyzed the Fund's proposed Long-Term Incentive Plan ("LTIP") which unitholders have been asked to approve at the June 22 Annual and Special Meeting of Unitholders. RiskMetrics found that the proposed LTIP did not meet all their required standards and recommended that unitholders vote against it.

However, after a review of RiskMetrics' analysis, the Fund's Independent Trustees have approved amendments to the LTIP that they believe fully address the concerns raised by RiskMetrics. The amendments are in three areas: a reduction in the units available under the LTIP from 3.5 million to 3.1 million; the exclusion of the Trustees from participation in the LTIP; and to provide that the LTIP cannot be amended without Unitholder approval for the following additional types of amendments: extending the term of Deferred Rights beyond the original expiry date; permitting the Deferred Rights to be assignable or transferrable (other than by operation of law); and an amendment to the amending provision.

"The Trustees believe that these amendments are in the best interests of unitholders and meet RiskMetrics' criteria for approval of the LTIP," said Mr. Brace.

Fund unitholders are reminded that the deadline to submit proxies to be used at the Annual and Special Meeting is 11:00 a.m. (Toronto time) on Thursday June 18, 2009.

Unitholders can obtain more information about the transactions, the Fund and NPI by reviewing the Management Information Circular or visiting For information about voting, unitholders are invited to contact the Fund's proxy solicitation agent, Georgeson, at the number provided below.

About the Fund

Northland Power Income Fund is a Canadian income trust that indirectly owns equity interests in six power projects, which efficiently and cleanly produce electricity and steam for sale under long-term contracts. The Fund's natural-gas-fired power plants and wind farms are located in Canada, the United States and Germany.

The Fund's Units and convertible debentures trade on the Toronto Stock Exchange under the symbols NPI.UN and NPI.DB respectively.

About NPI

NPI is a privately owned, Canadian developer, operator and owner of power plants. NPI has 459 megawatts of generating projects in operation or under construction and more than 3,600 megawatts in development. Of the projects in development, NPI: is pre-qualified in 1,230 megawatts of procurement processes being run by Ontario Power Authority or SaskPower; has 550 - 1,750 megawatts which are not expected to be subject to competitive bidding processes; and has over 400 megawatts of hydraulic-based generation opportunities.

Forward-Looking Statements

This News Release contains certain forward looking statements with respect to the Fund, NPI and entities and assets that they respectively own or have an interest in, directly or indirectly, based on assumptions that management considered reasonable at the time they were prepared. These forward looking statements, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward looking statements. Some of the factors that could cause results or events to differ from current expectations include, but are not limited to, the factors described in the "Management's Discussion and Analysis" of the Fund's 2008 Annual Report and under "Risk Factors" of the Management Information Circular dated May 1, 2009.

Contact Information

  • Northland Power Income Fund
    A.F. (Tony) Anderson
    Chief Financial Officer
    (416) 962-6262 x 120
    Northland Power Income Fund
    Boris Balan
    Director, Communications & Business Development
    (416) 962-6262 x 116
    North American Toll-Free: 1-888-605-8376