Altus Power Sets Meeting and Record Dates for Special Meeting

Rhea-AI Summary

Altus Power (NYSE: AMPS) has announced a special meeting of stockholders scheduled for April 9, 2025, at 8:00 a.m. EDT. The virtual meeting will allow stockholders to vote on the company's proposed acquisition by TPG through its TPG Rise Climate Transition Infrastructure strategy.

Stockholders of record as of March 11, 2025, will be eligible to participate and vote at the special meeting. The company has filed a definitive proxy statement with the SEC, which contains detailed information about the meeting and voting procedures. The proxy statement will be distributed to stockholders and includes comprehensive information about the proposed transaction.

Positive

• TPG, a major investment firm, plans to acquire Altus Power, potentially bringing strategic benefits and resources

Negative

• Transaction completion is subject to various conditions including stockholder and regulatory approvals
• Deal may face potential litigation risks and business disruptions during the transition period
• Transaction costs and potential competing offers could impact the final deal terms

Insights

Financial Analyst

Altus Power's announcement of a special shareholder meeting to vote on its acquisition by TPG represents a procedural milestone rather than substantive new information. The April 9th meeting date and March 11th record date establish a concrete timeline for the transaction's progression.

The filing of the definitive proxy statement with the SEC indicates the deal is advancing through normal regulatory channels. While this announcement confirms the acquisition process is on track, it provides no details about the terms of the transaction, valuation, or consideration that shareholders would receive.

From an M&A process perspective, this announcement sits between the initial merger agreement announcement and the final shareholder approval/transaction closing. It represents a necessary procedural step but doesn't fundamentally alter the investment thesis or deal certainty.

For current shareholders, this announcement triggers the start of the decision-making window. Investors now have approximately four weeks to review the proxy materials (which contain the actual deal terms) and determine whether to support the acquisition. The scheduling of a vote typically signals management's confidence that regulatory approvals are achievable and that the transaction structure meets legal requirements.

Importantly, this meeting announcement neither enhances nor diminishes the likelihood of deal completion beyond what was previously known. It simply confirms the process is advancing according to a standard timeline without apparent complications.

STAMFORD, Conn.--(BUSINESS WIRE)-- Altus Power, Inc. (NYSE: AMPS) (“Altus Power”) today announced that it has scheduled a special meeting of its stockholders to consider and vote on the adoption of Altus Power’s agreement to be acquired by TPG through its TPG Rise Climate Transition Infrastructure strategy. The special meeting will be held virtually via live webcast on April 9, 2025 at 8:00 a.m. EDT. Stockholders of record of Altus Power as of the close of business on March 11, 2025, the record date for the special meeting, will be entitled to notice of and vote at the special meeting.

Altus Power today filed a definitive proxy statement with the SEC, which will be sent to stockholders. The definitive proxy statement contains further details regarding the special meeting, including how stockholders can participate in and vote at the special meeting.

Important Information and Where to Find It

This communication is being made in respect of the proposed transaction (the “Transaction”) involving Altus Power, Inc. (“Altus Power,” the “Company” or “us”), Avenger Parent, Inc. (“Parent”) and Avenger Merger Sub, Inc. (“Merger Sub”). The Transaction will be submitted to the Company’s stockholders for their consideration and approval at a special meeting of the Company’s stockholders. In connection with the Transaction, the Company filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2025, a definitive proxy statement, which will be sent or provided to the Company’s stockholders and contains important information about the Transaction and related matters. The Company may also file other relevant documents with the SEC regarding the Transaction. This communication is not a substitute for the definitive proxy statement or any other document that the Company may file with the SEC. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors and security holders may obtain free copies of the definitive proxy statement and other documents containing important information about the Company and the Transaction that are filed or will be filed with the SEC by the Company when they become available at the SEC’s website at www.sec.gov, the Company’s website at https://investors.altuspower.com/ or by contacting the Company’s Investor Relations Team at investorrelations@altuspower.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and other members of management and employees may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Transaction and other matters to be voted on at the special meeting of the stockholders. Information regarding the Company’s directors and executive officers, including a description of their direct or indirect interests, by security holdings or otherwise, is contained in the proxy statement for the 2024 Annual Meeting of stockholders on Schedule 14A, which was filed with the SEC on April 11, 2024 (the “2024 Annual Meeting Proxy Statement”). To the extent holdings of the Company’s securities by such directors or executive officers (or the identity of such directors or executive officers) have changed since the information set forth in the 2024 Annual Meeting Proxy Statement, such information has been or will be reflected on the Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of the Company’s directors and executive officers in the Transaction are included in the definitive proxy statement relating to the Transaction. You may obtain free copies of these documents using the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, the federal securities laws. All statements, other than statements of present or historical facts, including statements related to the Transaction, such as statements as to the expected timing of the closing of the Transaction; the ability of the parties to complete the Transaction considering the various closing conditions; the expected benefits of the Transaction; the plans, strategies and prospects, both business and financial, of Altus Power; and any assumptions underlying any of the foregoing, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the Transaction and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “intend,” “aim,” “plan,” “believe,” “could,” “seek,” “see,” “should,” “will,” “may,” “would,” “might,” “considered,” “potential,” “predict,” “projection,” “estimate,” “forecast,” “continue,” “likely,” “target” or similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. The absence of such terminology does not mean that a statement is not forward-looking. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to events and depend upon future circumstances that may or may not occur, such as the consummation of the Transaction and the anticipated benefits thereof. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. These and other forward-looking statements are not guarantees of future results and are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties, assumptions and other important risk factors that may cause such a difference include, but are not limited to: (i) the possibility that any or all of the various conditions to the completion of the Transaction, including obtaining required stockholder and regulatory approval, may not be satisfied or waived in a timely manner or at all; (ii) the ability of Parent to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Transaction; (iii) potential litigation relating to the Transaction that could be instituted against Parent, Merger Sub, the Company or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Transaction may harm the Company’s business, including current plans and operations; (v) the ability of the Company to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transaction; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments affecting the Company’s business; (ix) general economic and market developments and conditions; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect the Company’s financial performance; (xi) certain restrictions during the pendency of the Transaction that may impact the Company’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, pandemics, outbreaks of war or hostilities, as well as the Company’s response to any of the aforementioned factors; (xiii) significant transaction costs associated with the Transaction; (xiv) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances requiring the Company to pay a termination fee or other expenses; (xvi) the possibility that competing offers or acquisition proposals may be made in response to the announcement of the Transaction; (xvii) the effect of the announcement or pendency of the Transaction on the Company’s common stock prices and/or operating results and uncertainty as to the long-term value of Company’s common stock; (xviii) the possibility that the Transaction may not achieve some or all of any anticipated benefits with respect to the Company’s business and the Transaction may not be completed in accordance with our expected plans or at all; (xix) the risks and uncertainties pertaining to the Company’s business, including those set forth in Part I, Item 1A of the Company’s most recent Annual Report on Form 10-K and Part II, Item 1A of the Company’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by the Company with the SEC; and (xx) the risks and uncertainties that are described in the definitive proxy statement available from the sources indicated above. These risks, as well as other risks associated with the Transaction, are more fully discussed in the proxy statement. While the lists of factors presented here and in the definitive proxy statement are considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on the Company’s financial condition, results of operations, credit rating or liquidity. These forward-looking statements speak only as of the date they are made, and the Company does not undertake to, and specifically disclaims any obligation to, publicly release the results of any updates or revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

About Altus Power

Altus Power, based in Stamford, Conn., is the largest commercial-scale provider of clean electric power serving commercial, industrial, public sector and Community Solar customers with end-to-end solutions. Altus Power originates, develops, owns and operates locally sited solar generation, energy storage and charging infrastructure across the nation. Visit www.altuspower.com to learn more.

About TPG Rise Climate

TPG Rise Climate is the dedicated climate investing platform of TPG, a leading global alternative asset management firm. With dedicated pools of capital across private equity, transition infrastructure, and the Global South, TPG Rise Climate pursues climate-related investments that benefit from the diverse skills of TPG’s investing professionals around the world, the strategic relationships and insights developed across TPG’s broad portfolio of climate companies, and a global network of executives, advisors, and corporate partners. As part of TPG’s $25 billion global impact investing platform, TPG Rise Climate invests broadly across the climate sector, with a focus on building and scaling leading climate solutions across the following thematic areas: clean electrons, clean molecules and materials, and negative emissions.

For more information, please visit www.therisefund.com/tpgriseclimate.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250313616375/en/

Media:



Altus Power

Jenny Volanakis

mediarelations@altuspower.com



Investor



Altus Power

Alison Sternberg

ir@altuspower.com

Source: Altus Power, Inc.

FAQ

When is Altus Power (AMPS) special stockholder meeting for TPG acquisition?

The special meeting is scheduled for April 9, 2025, at 8:00 a.m. EDT and will be held virtually via live webcast.

What is the record date for AMPS stockholders to vote on TPG acquisition?

March 11, 2025 is the record date. Stockholders must own shares by this date to be eligible to vote at the special meeting.

How can AMPS shareholders participate in the special meeting?

Shareholders can participate virtually via live webcast. Detailed instructions are provided in the definitive proxy statement sent to stockholders.

Where can investors find information about the Altus Power-TPG transaction?

Investors can access the definitive proxy statement through the SEC website (www.sec.gov), Altus Power's investor relations website, or by contacting the company's IR team.