Canada Pension Plan Investment Board and Global Infrastructure Management, LLC entered into a definitive agreement to acquire ALLETE, Inc. for $3.9 billion in a going private transaction.
May 05, 2024
Share
Canada Pension Plan Investment Board and Global Infrastructure Management, LLC entered into a definitive agreement to acquire ALLETE, Inc. (NYSE:ALE) for $3.9 billion in a going private transaction on May 5, 2024. In connection with the merger, CPP Investments and GIP will acquire all of the outstanding common shares of ALLETE for $67.00 per share in cash representing an enterprise value of approximately $6.2 billion, including ALLETE?s net debt. Upon completion of the acquisition, ALLETE?s shares will no longer trade on the New York Stock Exchange, and ALLETE will become a private company. Upon termination of the Merger Agreement under certain specified circumstances, CPPIB and Global Infrastructure Management would be required to pay a termination fee of $212 million or $164 million (depending on the specific circumstances of termination) to ALLETE, and under other specified circumstances, ALLETE would be required to pay CPPIB and Global Infrastructure Management a termination fee of $116 million.
The acquisition includes all of ALLETE's businesses, each company will continue to operate under its current name and brand. ALLETE will remain locally managed with our headquarters in Duluth, Minnesota, and we will continue our strong engagement with all the
communities our ALLETE companies and talented teams serve. Bethany Owen will continue as a Chief Executive Offer and current management team will continue to lead ALLETTE.
The transaction is subject to the approval of ALLETE?s shareholders, the receipt of regulatory approvals, including by the MPUC, PSCW and FERC, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. Dividends payable to ALLETE shareholders are expected to continue in the ordinary course until the closing, subject to approval by ALLETE?s Board of Directors. The acquisition was unanimously approved by ALLETE?s Board of Directors and board of CCPIB and Global Infrastructure Management. The merger is expected to close in mid-2025. J.P. Morgan Securities LLC is acting as lead financial advisor and provided a fairness opinion to ALLETE, and Houlihan Lokey Capital, Inc. acted as financial advisor and also provided a fairness opinion to ALLETE. Pankaj Sinha, Emily Prezioso Walsh, Erik Elsea of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal advisors to ALLETE. Andrew T. Calder, Emily Lichtenheld, Melissa Kalka, Mary Kogut, Chad Davis, Julian Seiguer, Bryan Flannery, David Wheat, Stephen Butler, Brooksany Barrowes, Ben Hardison and Doug Bacon of Kirkland & Ellis LLP and David S. Allinson, Richard Quay and David Beller of Latham & Watkins LLP acted as legal advisors for CPPIB and Global Infrastructure Management. Morgan Stanley & Co. LLC and Moelis & Company acted as financial advisors for CPPIB and Global Infrastructure Management. Aaron Dixon of Alston & Bird, LLP represented Houlihan Lokey as financial advisor to ALLETE, Inc.
ALLETE, Inc. is a clean-energy transformation company that owns, operates and developing wind energy generation to reduce carbon footprint. The Companyâs segments include Regulated Operations and ALLETE Clean Energy. Regulated Operations includes regulated utilities, Minnesota Power, and SWL&P, as well as investment in ATC, a Wisconsin-based regulated utility that owns and maintains electric transmission assets in portions of Wisconsin, Michigan, Minnesota, and Illinois. Minnesota Power provides regulated utility electric service in northeastern Minnesota to approximately 150,000 retail customers. ALLETE Clean Energy segment is focused on developing, acquiring, and operating clean and renewable energy projects. The segment owns and operates, in seven states, more than 1,200 MW of nameplate capacity wind energy generation with a contract under power sales agreements (PSAs) of various durations. It engages in the development of wind energy facilities to operate under long-term PSAs.
Canada Pension Plan Investment Board and Global Infrastructure Management, LLC entered into a definitive agreement to acquire ALLETE, Inc. for $3.9 billion in a going private transaction.
ALLETE, INC. 
