Valener Inc.

October 12, 2010 16:44 ET

Valener Inc. Announces $41 Million Bought Deal Equity Issue

MONTRÉAL, QUEBEC--(Marketwire - Oct. 12, 2010) -


Valener Inc. ("Valener") (TSX:VNR) has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets and Scotia Capital Inc. (the "Underwriters"), under which the Underwriters have agreed to buy on a bought deal basis by way of a short form prospectus, 2,344,302 common shares (the "Common Shares"), at a price of $17.30 per Common Share for gross proceeds of approximately $41 million. The offering is expected to close on or about November 2, 2010 and is subject to certain conditions, including Valener receiving all necessary regulatory approvals.

The net proceeds of the offering will be used by Valener to repay in full the outstanding balance of approximately $30 million currently drawn under its credit facility, with the remaining balance of such net proceeds to be used for general corporate purposes.

Concurrently with the offering and in a separate transaction, SNC-Lavalin Group Inc. has agreed to sell, directly or indirectly, to the Underwriters all of the common shares of Valener that it holds directly or indirectly (approximately 3.5 million common shares), at the same price per common share as under the offering ($17.30). These common shares will be sold to the public via a market trade led by the Underwriters.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Valener Overview

Valener is a new publicly listed corporation which holds an economic interest of approximately 29% in Gaz Métro Limited Partnership ("Gaz Métro"). Valener therefore has a stake in the energy industry and benefits from the diversified profile of Gaz Métro, both geographically and by business segment. Valener has also been granted an option to acquire a 24.5% indirect interest in the wind power projects jointly developed directly or indirectly by Gaz Métro and Boralex Inc. on the private property of the Seigneurie de Beaupré. Valener may also pursue its own development projects and acquisition strategies subject to a non-competition undertaking in favour of Gaz Métro and to applicable limitations under its credit facility. Valener's common shares are listed on the Toronto Stock Exchange under the symbol "VNR".

Gaz Métro Overview

With over $3.6 billion in assets, Gaz Métro is Québec's leading natural gas distributor. Operating in this regulated industry for over 50 years, Gaz Métro has become the trusted energy provider to some 180,000 customers in Québec and 136,000 customers in Vermont while developing the skills and expertise needed to diversify beyond natural gas. Gaz Métro's prudent growth strategy has been marked by the successful entry into electricity distribution in Vermont and development of wind power projects in Québec. Offering historically strong and stable distributions and showing a competitive spirit, Gaz Métro is committed to its customers, Partners, employees and the community.

Cautionary note regarding forward-looking statements

Certain statements contained in this press release may be forward-looking pursuant to applicable securities laws. Such forward-looking statements reflect the intentions, plans, expectations and opinions of the management of Gaz Métro inc., as general partner of Gaz Métro, acting in its capacity as manager of Valener pursuant to an administration and management support agreement entered into between Valener and Gaz Métro on September 30, 2010, and are based on information currently available to management and assumptions about future events. Forward-looking statements involve known and unknown risks and uncertainties and other factors outside management's control. A number of factors could cause actual results of Gaz Métro and Valener to differ materially from the current expectations as expressed in the forward-looking statements.

Although these forward-looking statements are based upon what management believes to be reasonable assumptions, management cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and management assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws. You are cautioned not to place undue reliance on these forward-looking statements.

The complete version of the cautionary note regarding forward-looking statements as well as a description of the risk factors likely to affect Gaz Métro's and Valener's actual results are included in the Management Information Circular of Gaz Métro dated July 28, 2010. This document is available on SEDAR at and on Gaz Métro's website at

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