ALE

July 8, 2024
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Kuehn Law, PLLC, a shareholder litigation law firm, is investigating potential claims related to the proposed merger between the below listed companies.  Kuehn Law may seek additional disclosures or other relief on behalf of the shareholders of the company being acquired.  

Kuehn Law is investigating whether the Board of Directors of the target company:

1) acted to maximize shareholder value,
2) failed to disclose material information, and
3) conducted a fair process:  
ALLETE, Inc. has entered into a definitive agreement to sell to Canada Pension Plan Investment Board (“CPP”) and Global Infrastructure Partners (“GIP”) for $67.00 per share in cash.

ALLETE is a leading energy company delivering safe, reliable, and competitively priced energy nationwide. With its regulated utilities and renewable energy subsidiaries, ALLETE focuses on advancing the clean-energy transition by expanding renewables, reducing carbon emissions, enhancing grid resiliency, and driving innovation.

CPP Investments and GIP are top-tier, well-resourced global infrastructure investors with extensive industry expertise and a long-term outlook. They bring over four decades of experience in investing in large-scale infrastructure businesses across various sectors to support sustainable growth. Both organizations emphasize responsible investment, aiming to deliver value to their stakeholders and the communities they serve.

In connection with the merger, CPP Investments and GIP will purchase all outstanding common shares of ALLETE for $67.00 per share in cash, valuing ALLETE at approximately $6.2 billion, including its net debt. This offer is19.1% higher than ALLETE's closing share price on December 4, 2023, the day before media reports suggested ALLETE was exploring a sale. Additionally, it represents a 22.1% premium over the 30-day volume-weighted average share price before that date.

The acquisition received unanimous approval from ALLETE’s Board of Directors and is anticipated to close in mid-2025, pending approval from ALLETE’s shareholders and regulatory authorities, including the MPUC, PSCW, and FERC, along with other standard closing conditions. Dividends for ALLETE shareholders are expected to continue as usual until the closing, subject to the Board's approval. After the acquisition is completed, ALLETE’s shares will be delisted from the New York Stock Exchange, and the company will become privately held.

Notice to Shareholders: Directors' Fiduciary Duties

As shareholders, it's essential to understand the fiduciary duties of the Board of Directors. These duties ensure the Board acts in the best interest of the company and its shareholders.

Directors' Fiduciary Duties

1. Duty of Care

Diligence: Make informed decisions by thoroughly reviewing information.

Active Participation: Regularly attend and engage in board meetings.

Expert Advice: Seek expert opinions when necessary.

2. Duty of Loyalty

Avoid Conflicts of Interest: Prioritize the company's interests over personal gain.

Self-Dealing: Do not use the position for personal benefit.

Confidentiality: Maintain the confidentiality of company information.

3. Duty of Good Faith

Honesty: Act with integrity in all decisions.

Best Interests: Ensure actions are in the best interest of the company and shareholders.

Fairness: Treat all shareholders fairly and equally.

Your awareness and understanding of these duties are crucial in ensuring the Board acts responsibly and in the best interest of all shareholders.