Allen & Company LLC



April 16, 2014 18:26 ET

Allen & Company LLC - Holdings in Northern Power Systems Corp.

TORONTO, ONTARIO--(Marketwired - April 16, 2014) - On April 16, 2014, through a reverse triangular merger (the "Merger") involving Northern Power Systems Corp. (formerly Mira III Acquisition Corp.) (the "Issuer"), Wind Power Holdings, Inc. ("Wind Power") and Mira Subco Inc. (a wholly-owned subsidiary of the Issuer), Allen & Company LLC (the "Offeror") acquired ownership and control of 1,199,161 voting common shares of the Issuer ("Voting Common Shares") and 3,200,215 class B restricted voting shares of the Issuer ("Restricted Voting Shares"), representing 10.48% of the 11,447,610 issued and outstanding Voting Common Shares and 28.42% of the 11,261,707 issued and outstanding Restricted Voting Common Shares of the Issuer.

The Restricted Voting Shares are convertible into Voting Common Shares. In the event that the Offeror converted the Restricted Voting Shares it holds, then the Offeror would hold an aggregate of 4,399,376 Voting Common Share, which would represent, on a converted basis, 30.03% of the issued and outstanding Voting Common Shares assuming that no other holder of Restricted Voting Shares converts its shares into Voting Common Shares. Assuming conversion of all Restricted Voting Shares into Voting Common Shares, the Offeror would hold 19.4% of the outstanding Voting Common Shares. Certain employees, affiliates and related parties of the Offeror hold a beneficial interest in the shares held of record by the Offeror. The Offeror disclaims beneficial ownership of the shares beneficially owned by such employees, affiliates and related parties.

The Merger formed part of the qualifying transaction of the Issuer under Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual, all as set out in the filing statement of the Issuer dated March 31, 2014 and filed on SEDAR on March 31, 2014. The 1,199,161 Voting Common Shares and 3,200,215 Restricted Voting Shares were issued from treasury to the Offeror in consideration for 5,419,594 shares of common stock of Wind Power and US$3,200,475 principal amount of convertible notes of Wind Power, in accordance with the Merger.

The Voting Common Shares and Restricted Voting Shares are held by the Offeror for investment purposes. Depending on market and other conditions, the Offeror may, directly or indirectly, acquire ownership or control over additional Voting Common Shares or Restricted Voting Shares, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to any escrow and/or lock-up agreements), the Offeror may sell any of its Voting Common Shares or Restricted Voting Shares.

A copy of the early warning report to be filed by the Offeror in connection with the transactions referred to in this press release may be obtained from Allen & Company LLC, Compliance Department, (212) 832-8000.

The address of the Offeror is:
Allen & Company LLC
711 Fifth Avenue
New York, NY 10022

Contact Information

  • Allen & Company LLC
    Compliance Department
    (212) 832-8000