Montréal, September 14, 2010
– Gaz Métro Limited Partnership (“Gaz Métro”) (TSX: GZM.UN) is pleased to announce that, during a special meeting held today in Montréal, its unitholders approved the previously announced strategic corporate reorganization by way of plan of arrangement under the Canada Business Corporations Act (the Reorganization”) aimed at reorganizing Gaz Métro's public ownership structure into a new dividend paying publicly listed corporation named Valener Inc. (“Valener”).
The proposed Reorganization was approved by:
- over 99% of the votes cast by all unitholders;
- over 98% of the votes cast by unitholders other than Gaz Métro inc. and affiliated entities (as required by the Limited Partnership Agreement of Gaz Métro); and
- over 98% of the votes cast by unitholders other than interested parties and certain related parties thereof (as required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions).
By approving the proposed Reorganization, unitholders recognized its anticipated benefits, which include the optimization of dividends to be paid by Valener to its shareholders, the stability of payout and new growth opportunities for Valener.
As set out in Gaz Métro's management information circular dated July 28, 2010, the Reorganization will be submitted to the Superior Court of Québec on September 20, 2010 and is expected to take effect on September 30, 2010.
Upon completion of the Reorganization, all of the units held by public unitholders of Gaz Métro will be exchanged, on a one-for-one basis, for common shares of Valener. Public unitholders of Gaz Métro will retain, indirectly through Valener, their current proportionate economic interest of approximately 29% in Gaz Métro. It is expected that the common shares of Valener will be listed on the Toronto Stock Exchange under the symbol “VNR” while the units of Gaz Métro will be delisted. 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. Gaz Métro's units are listed on the Toronto Stock Exchange under the symbol GZM.UN. www.gazmetro.com
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., Gaz Métro's general partner, 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 www.sedar.com
and on Gaz Métro's website at www.gazmetro.com
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