U.S. activist investors are trying to get regulators to hit pause on TransAlta Corp.’s $750-million partnership deal with Brookfield Renewable Partners LP because they are finding little support for their complaints about it among other shareholders, the power producer’s chairman says.
TransAlta has already accommodated Mangrove Partners and its allies by pushing back its annual meeting by 10 days and extending the deadline for them to file a slate of directors so they could pursue a proxy battle, TransAlta chairman Gordon Giffin said on Sunday.
In what has become a pitched public battle over corporate governance, New York-based Mangrove applied to the Ontario and Alberta securities commissions to force TransAlta to postpone its annual meeting again by more than a month and hold a separate shareholder vote to approve the deal, which it complains undervalues the company’s hydroelectric assets. A hearing before the regulators into moving the meeting continues this week.
The dissidents have also said they intend to withhold their votes for three directors, including Mr. Giffin, at the annual meeting, scheduled for April 26.
“I just don’t think we can constantly let them, as you would say in Canada, rag the puck,” Mr. Giffin, the former U.S. ambassador to Canada, said in an interview from Austin, Tex. “They keep ferreting around trying to find an argument that will appeal to someone and when they don’t, they say they need more time to keep ferreting around. I think that’s unfair to our shareholders.”
At the heart of the dispute is the deal with Brookfield, announced on March 25. Mr. Giffin said Mangrove, which along with Bluescape Energy Partners LLC and Cove Key Management LP own 10.1 per cent of the stock, should be in favour of the deal because it meets a number of objectives, including rewarding investors with a major share buyback and accelerating TransAlta’s shift to gas-fired power from coal.
Brookfield is buying new TransAlta convertible debt and preferred stock. Each will pay 7-per-cent annual interest that will be exchangeable, in 2024, into up to 49 per cent of TransAlta’s Alberta hydro assets, based on their profitability at the time.
Brookfield is nominating two directors, Harry Goldgut and Richard Legault, to TransAlta’s board. TransAlta is also nominating Robert Flexon, former chief executive of U.S. power producer Dynegy Inc., as a director.
The arrangement has the support of TransAlta’s largest shareholder, RBC Global Asset Management, and proxy advisory firms Institutional Shareholder Services Inc. and Glass, Lewis & Co. have recommended investors vote in favour of the company’s director slate.
Mangrove and its allies have complained the Brookfield deal was rushed together, partly in response to the threat of a proxy war, a notion the company has rejected.
Mangrove founder Nathaniel August told The Globe and Mail last week that TransAlta, in the name of good corporate governance, should be giving investors more time to examine the details and explaining why there is no opportunity to seek a better offer for the hydro assets, which he has called the company’s crown jewels.
However, Mr. Giffin said the dissidents have provided no evidence that a sweeter deal is waiting in the wings and called the board’s governance as the deal was negotiated “rigorous and thorough.”
“Over the last three months we’ve spent an enormous amount of time talking to our shareholders, both on the phone and travelling around to meet with them. I honestly don’t run into any other shareholders who are saying, ‘Extend the time, the questions that have been raised are concerning to us,’” he said.
“Literally, just about every shareholder says, let’s move along, let’s get running the business, get delivering on the performance and the value creation that this new transaction will make available.”