Noverco Inc. entered into a definitive agreement to acquire Valener Inc (TSX:VNR) for approximately CAD 1 billion on March 27, 2019. Pursuant to the agreement, Noverco will pay CAD 26 per common share of Valener and CAD 25 for each preferred share in cash. The acquisition of all of the outstanding common shares and preferred shares implies a total enterprise value for Valener of approximately $1.2 billion, including the assumption of existing indebtedness. The common shares and preferred shares will be delisted from the TSX promptly immediately following the transaction. The arrangement will be implemented by way of a statutory plan of arrangement. Valener will pay the termination fee of CAD 30 million to Noverco. The transaction is subject to customary closing conditions including, approval of Superior Court of Québec, approval of two-thirds of shareholders of common shares of Valener, applicable government and regulatory approvals, including, without limitations, approval of the Vermont Public Utility Commission and the Federal Energy Regulatory Commission. The transaction has been unanimously approved by the Board of Directors of Valener and unanimously recommends that the holders of common shares and preferred shares vote in favor of the agreement. As on April 17, 2019, the transaction received an interim order from the Québec Superior Court. Shareholder meeting will take place on June 11, 2019. On May 31, 2019 the transaction received regulatory approval from the Federal Energy Regulatory Commission. Vermont Public Utility Commission’s evidentiary hearing is scheduled for July 23, 2019. As of June 11, 2019, the transaction was approved by shareholders of Valener. On June 14, 2019, the Quebec Superior Court issued a final order approving the transaction. As of September 23, 2019, the Vermont Public Utility Commission ("VPUC") has approved the transaction. Obtaining the VPUC approval has satisfied the last condition of a regulatory nature required for the closing of the transaction. The transaction is expected to close in the next six months of 2019. As of September 23, 2019, the transaction is scheduled to close on or before September 27, 2019. BMO Nesbitt Burns Inc. and TD Securities provided opinions that, subject to the assumptions, limitations and qualifications contained therein, the cash consideration to be received is fair from a financial point of view to the holders of common shares and the holders of preferred shares. Louis Clément, Bruno Caron, Pierre Soulard, Jean Bernard Ricard, Yves Robillard, Lucie Lanctuit, Nathalie Marchand, Eric Dufour and Adina Georgescu of Miltom Management LP acted as legal advisors and Bank of Montreal (TSX:BMO) acted as financial advisor to Valenerand and was represented by François Paradis and Bastien Gauthier from Osler, Hoskin & Harcourt LLP. Patrick Boucher, Angelo Discepola, Sonia J. Struthers, Dominic Therrien, Fred Purkey, Francois M. Giroux, Mathieu Dubord and Marjolaine Hémond Hotte of McCarthy Tétrault LLP acted as legal advisors and National Bank Financial, Inc. acted as financial advisor to Noverco. TD Securities has been retained as independent valuator by the Board of Valener and was advised by Tom Miller of TD Legal and Howard Levine, Jean Tessier and Chris Hewat (Corporate/M&A) of Blake, Cassels & Graydon LLP. D.F. King Canada acted as information agent to Valener and will receive a fee of CAD 35,000 million and a success fee of up to CAD 45,000 if certain conditions are satisfied. AST Trust Company (Canada) acted as depositary to Valener. François Duquette and Camille O'Carroll of Caisse de dépôt et placement du Québec also supported Noverco's interests. Énergir Inc., as the general partner of Énergir, s.e.c., acted as external manager of Valener and was represented by Thierry Dorval, Mathieu R. Deschamps, Pierre-Olivier Poisson and Caroline Comeau of Norton Rose Fulbright and by Nathalie Longval, Félix Turgeon, Anne-Marie Gauthier and Alexandra Genest of Énergir Inc. Noverco Inc. completed the acquisition of Valener Inc (TSX:VNR) on September 27, 2019. AST Trust Company (Canada) has confirmed receipt of all the necessary funds to proceed with the payment of the consideration that shareholders of Valener are entitled pursuant to the arrangement.