Transalta Corporation · TSX:TA
Transalta — Merger or Acquisition (July 2023)
19 slides from Transalta's merger presentation, Jul 11, 2023
Slide 1: TransAlta: Energizing the Future
One TransAlta Energizing the Future. July 11, 2023
Slide 2: Disclaimer and Forward-Looking Statements
Disclaimer and Forward-Looking Statements This presentation does not constitute an offer to buy or sell or the solicitation of an offer to sell or buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with registration and other require
Slide 3: Today's Speakers
Today’s Speakers JOHN KOUSINIORIS TODD STACK President and CEO, TransAlta President, TransAlta Renewables EVP and CFO, TransAlta 3
Slide 4: Compelling Rationale for a Combination Transaction
Compelling Rationale for a Combination Transaction Strong alignment and of a A broader more with Attractive dividend while retaining Investment focus has corporate capital and for separate companies two companies making it A with a 4
Slide 5: Combination Drives Stronger Foundation for Growth
Combination Drives Stronger Foundation for Growth ESG Strategy Combined company will be one of Canada’s largest independent power producers with direct ownership in an Highly extensive renewables platform with increased market Development Credible Pipeline capitalization, greater liquidity and attra
Slide 6: Transaction At A Glance
Transaction At A Glance Offer Support and Path to Terms Completion $13.00 per RNW share the transaction supported by a fairness opinion by RBC Capital Markets Consideration mix of $800 million Expected to close early Q4 2023 of cash and $584 million in TAC shares, representing the equivalent of $7.5
Slide 7: Integrated Portfolio of High-Quality Assets
Integrated Portfolio of High-Quality Assets Business Merchant Contracted Thermal Peaking Energy Marketing Development Hydro Wind and Solar and Cogeneration and Trading Pipeline and Capabilities Wind, Solar and Storage 29 Facilities Natural Gas 17 Facilities Net capacity ownership interest Hydro 25 F
Slide 8: Benefits to TransAlta Shareholders
Benefits to TransAlta Shareholders Execution of a % Maintains Financial Single Strategy Strength All growth pursued in one Leverages combined Accretive transaction combined company scale, assets and with strong and capabilities sustainable dividend Maintains financial strength and capital allocation
Slide 9: Benefits to TransAlta Shareholders
Benefits to TransAlta Shareholders Contracted Economic Interest Capacity1 Owned Capacity +40% +14% +40% +23% MW EBITDA MW MW 1 RNW assets that are contracted to TAC are considered merchant MW. Merchant and contracted MW can be found on pages 255-256 of TransAlta Corporation’s 2022 Annual Report. MW
Slide 10: Eliminates Current Complex Structure and Unlocks Value
Eliminates Current Complex Structure and Unlocks Value Management Independent Board and Management and Employees Services TAC-Appointed Management Agreement Alberta Hydro Hydro Alberta Gas Dividends Wind* Canada Gas Solar* Wind Tracking Gas* Energy Marketing Share Australia* Renewable Development Pi
Slide 11: Transaction Delivers Simplified Structure
Transaction Delivers Simplified Structure Management and Employees Simplifies structure and governance Hydro Business Development Wind and Solar Gas Renewable Development Energy Marketing Pipeline Provides direct economic ownership in a leading clean electricity platform 85% 15% Ownership: TAC Share
Slide 12: Benefits to TransAlta Renewables Shareholders
Benefits to TransAlta Renewables Shareholders Access to TransAlta’s Mitigates declining cash Upside exposure to Direct access to business high-quality Alberta assets available for distribution Alberta merchant market development expertise Access to leading Energy Stronger dividend payout Assets mana
Slide 13: Attractive Deal Metrics
Attractive Deal Metrics Immediate Sustainable dividend Renewable premium to RNW payout ratio aligned with projects under spot share price growth objectives and construction pipeline of renewable projects 13 1 Dividend payout ratio is calculated by taking the pro forma number of shares divided the mi
Slide 14: TransAlta Clean Transition Performance
TransAlta Clean Transition Performance TransAlta Emissions (Million Tonnes CO2) Carbon Reductions Achieved to Date 41.9 35.8 32.2 - 76% - 32M From 2005 Levels Annual Tonnes From 2005 20.6 16.4 12.5 ~ 10% 0% 10.2 Of Canada’s Paris Coal-fired Emissions in Agreement Target Canada 2005 2010 2015 2019 20
Slide 15: TransAlta is a Sustainability Leader
TransAlta is a Sustainability Leader TransAlta Corporation received a “A-”, higher than the North American average of “C” and the highest score achieved in the thermal power generation category.” “ Good forward-looking long-term goals for carbon and year over year performance trends on emissions, ef
Slide 16: Compelling Reasons to Support the Transaction
Compelling Reasons to Support the Transaction Larger float and greater Significant cash flow Arm’s length negotiation TAC obtained a fairness liquidity retained for growth opinion from RBC Capital Markets Common strategic path RNW obtained independent Supported by the boards Cash-and-share offer of
Slide 17: Next Steps for TransAlta Renewables Shareholders
Next Steps for TransAlta Renewables Shareholders Execution of Arrangement Agreement between TAC and RNW July 10 Interim Order Obtained from Alberta Court of King’s Bench Late August 2023 Shareholder Approval Management Information Circular mailed to RNW Shareholders Late August 2023 RNW Shareholder
Slide 18: Our Value Proposition
Diversified and Clean electricity Our resilient fleet leader with ESG focus Value Proposition 4.3+ GW Strong Moving growth pipeline financial position Forward
Slide 19: Questions & Answers
Questions & Answers Visit us at: www.transalta.com investor_relations@transalta.com