Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
together with its institutional partners (collectively,
"
Brookfield Infrastructure") and Inter Pipeline
Ltd. ("
Inter Pipeline") (TSX: IPL) are pleased to
announce the successful completion of Brookfield Infrastructure's
strategic acquisition of Inter Pipeline pursuant to the previously
announced statutory plan of arrangement under the Business
Corporations Act (Alberta) (the "
Arrangement").
The Arrangement was approved by: (i) 99.91% of
the votes cast by holders of common shares ("Inter Pipeline
Shares") of Inter Pipeline
("Shareholders") present in person (virtually) or
represented by proxy at the special meeting of Inter Pipeline (the
"Meeting") held today; and (ii) 99.90% of the
votes cast by Shareholders, excluding the votes required to be
excluded in determining minority approval of a business combination
under Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions. After obtaining the
requisite Shareholder approvals at the Meeting, Inter Pipeline
received a final order of the Court of Queen's Bench of Alberta
approving the Arrangement.
Pursuant to the Arrangement, Shareholders, other
than Brookfield Infrastructure, were entitled to elect, on or
before 5:00 p.m. (Calgary time) on October 26, 2021 (the
"Election Deadline"), to receive, for each Inter
Pipeline Share held:
- C$20.00 in cash (not subject to
proration);
- 0.250 of a class "A" exchangeable
subordinate voting share ("BIPC Share") of
Brookfield Infrastructure Partners Corporation
("BIPC") (subject to proration);
- 0.250 of a class B limited
partnership unit (each whole unit, an "Exchangeable LP
Unit") of Brookfield Infrastructure Corporation Exchange
Limited Partnership ("Exchange LP") (to the extent
such Shareholders were eligible to make such election and subject
to proration); or
- any combination thereof.
Based on the valid elections received by the
Election Deadline, Shareholders, other than Brookfield
Infrastructure, will receive cash in respect of an aggregate of
68.7 million Inter Pipeline Shares and BIPC Shares or Exchange LP
Units in respect of an aggregate of 32.4 million Inter Pipeline
Shares.
It is anticipated that the Inter Pipeline Shares
will be delisted from the Toronto Stock Exchange (the
"TSX") on or about the close of trading on
November 1, 2021.
As previously announced, effective upon closing
of the Arrangement, each of Christian Bayle, President and Chief
Executive Officer and Brent Heagy, Chief Financial Officer, stepped
down from their management positions with Inter Pipeline and Mr.
Bayle also resigned from the Board of Directors (the
"Board") of Inter Pipeline. At the effective time
of the resignations, Brian Baker was appointed as interim Chief
Executive Officer, pending a search to identify a permanent
replacement, and Paul Hawksworth was appointed as Chief Financial
Officer.
In connection with the Arrangement, the Board
also determined to terminate Inter Pipeline’s Premium DividendTM
and Dividend Reinvestment Plan (the "DRIP")
effective October 28, 2021, which had been suspended since March
30, 2020, pursuant to and in accordance with the terms and
conditions set forth in the DRIP. All participants in the DRIP were
entitled to make elections and deposit their Inter Pipeline Shares
under the Arrangement.
Certificates or direct registration system
("DRS") advices representing Inter Pipeline Shares
not deposited under the Arrangement prior to the Election Deadline,
no longer entitle the holder thereof to any rights as a Shareholder
and such registered Shareholders have the right to receive
combination of the Share Consideration and the Cash Consideration,
subject to rounding, for their Inter Pipeline Shares pursuant to,
and in accordance with, the terms of the Arrangement. Registered
Shareholders who have not yet tendered their Inter Pipeline Shares
should submit a duly completed letter of transmittal and election
form to Computershare Investor Services Inc., the depositary
appointed by Brookfield Infrastructure in relation to the
Arrangement. Registered Shareholders that hold physical
certificates or DRS advices must include the same with their letter
of transmittal and election form. Letters of transmittal and
election forms were previously sent to Shareholders with the
materials of the Meeting. Additional copies may be obtained by
contacting Computershare by telephone at 1‐800‐564-6253 or at
1‐514‐982‐7555 (if outside North America) or by email at
corporateactions@computershare.com or by going to Inter Pipeline's
website at www.interpipeline.com or Inter Pipeline's SEDAR profile
at www.sedar.com.
Brookfield Infrastructure will file an early
warning report, pursuant to National Instrument 62‐103, in respect
of its acquisition of Inter Pipeline Shares. A copy of this report
may be obtained from Inter Pipeline's SEDAR profile at
www.sedar.com or by contacting Kate White at Brookfield
Infrastructure by telephone at 416-956-5183 or by email at
kate.white@brookfield.com.
Following the closing of the Arrangement and the
delisting of the Inter Pipeline Shares from the TSX, it is expected
that Inter Pipeline and Bison Acquisition Corp. (the
"Purchaser") will amalgamate to form "Inter
Pipeline Ltd." ("Amalco"). As a result of the
anticipated amalgamation, the debt incurred by the Purchaser under
a non-revolving term credit facility (the “Credit
Facility”) established by a syndicate of lenders in
connection with the acquisition of Inter Pipeline Shares, will be
assumed by Amalco. The Credit Facility is fully drawn in the amount
of C$1.425 billion and will mature on August 23, 2024. A copy of
the Credit Facility will be posted under Amalco's profile on SEDAR
at www.sedar.com following completion of the anticipated
amalgamation.
Further Information for Inter Pipeline
Shareholders
Brookfield Infrastructure is a
leading global infrastructure company that owns and operates
high-quality, long-life assets in the utilities, transport,
midstream and data sectors across North and South America, Asia
Pacific and Europe. We are focused on assets that have contracted
and regulated revenues that generate predictable and stable cash
flows. Investors can access its portfolio either through Brookfield
Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a
Bermuda-based limited partnership, or Brookfield Infrastructure
Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further
information is available at www.brookfield.com/infrastructure.
Brookfield Infrastructure Partners is the
flagship listed infrastructure company of Brookfield Asset
Management, a global alternative asset manager with over US$625
billion of assets under management. For more information, go to
www.brookfield.com.
Inter Pipeline Ltd. is a major
petroleum transportation and natural gas liquids processing
business based in Calgary, Alberta, Canada. Inter Pipeline owns and
operates energy infrastructure assets in Western Canada and is
building the Heartland Petrochemical Complex — North America's
first integrated propane dehydrogenation and polypropylene
facility. For more information, go to www.interpipeline.com.
No Offer or SolicitationThis
news release is for informational purposes only and does not
constitute an offer to buy or sell, or a solicitation of an offer
to sell or buy, any securities. The acquisition of the Inter
Pipeline Shares and issuance of securities of BIPC was made solely
by, and subject to the terms and conditions set out in the amended
and restated arrangement agreement dated September 21, 2021 between
Inter Pipeline and the Purchaser, as amended.
NOTICE TO U.S. HOLDERS OF INTER PIPELINE
SHARES
The BIPC Shares issued to certain
Shareholders in exchange for their Inter Pipeline Shares pursuant
to the Arrangement have not been and will not be registered under
the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or the securities laws of any
state within the United States, and were issued in reliance upon
the exemption from the registration requirements of the U.S.
Securities Act, provided by Section 3(a)(10) thereof.
Section 3(a)(10) of the U.S. Securities Act exempts the
issuance of any security issued in exchange for one or more bona
fide outstanding securities from the registration requirements of
the U.S. Securities Act where, among other things, the terms and
conditions of such issuance and exchange have been approved by a
court of competent jurisdiction, after a hearing upon the fairness
of the terms and conditions of such issuance and exchange at which
all persons to whom the securities will be issued have the right to
appear and receive timely notice thereof.
Shareholders subject to United States
federal income taxation should be aware that the disposition of
their Inter Pipeline Shares and the acquisition of BIPC Shares
pursuant to the Arrangement may have tax consequences both in the
United States and in Canada. Shareholders should be aware that
owning BIPC Shares may subject them to tax consequences both in the
United States and in Canada. Such consequences for Shareholders who
are resident in, or citizens of, the United States are not
described herein and such Shareholders are encouraged to consult
their tax advisors.
Cautionary Statement
This news release includes "forward-looking
information" within the meaning of applicable securities laws
relating to, among other things, the timing of delisting of the
Inter Pipeline Shares from the TSX, and the anticipated
amalgamation and related debt incurrence by Amalco. Forward-looking
information may in some cases be identified by words such as
"will", "anticipates", "expects", "intends" and similar expressions
suggesting future events or future performance. Brookfield
Infrastructure cautions that all forward-looking information is
inherently subject to change and uncertainty and that actual
results may differ materially from those expressed or implied by
the forward-looking information. A number of risks, uncertainties
and other factors could cause actual results and events to differ
materially from those expressed or implied in the forward-looking
information or could cause Brookfield Infrastructure's current
objectives, strategies and intentions to change. Accordingly,
Brookfield Infrastructure warns readers to exercise caution when
considering statements containing forward-looking information and
that it would be unreasonable to rely on such statements as
creating legal rights regarding Brookfield Infrastructure's future
results or plans. Brookfield Infrastructure cannot guarantee that
any forward-looking information will materialize and readers are
cautioned not to place undue reliance on this forward-looking
information. Any forward-looking information contained in this news
release represents expectations as of the date of this news release
and are subject to change after such date. However, Brookfield
Infrastructure is under no obligation (and Brookfield
Infrastructure expressly disclaims any such obligation) to update
or alter any statements containing forward-looking information, the
factors or assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by law.
All of the forward-looking information in this news release is
qualified by the cautionary statements herein.
Forward-looking information is provided herein
for the purpose of giving information about the Arrangement
referred to above, as well as information on the anticipated
amalgamation and effect thereof on Amalco. Readers are cautioned
that such information may not be appropriate for other purposes.
There can be no assurance that the proposed amalgamation will
occur, or that it will occur on the terms and conditions
contemplated in this news release. The proposed amalgamation could
be modified, restructured or the Board may determine not to proceed
with the amalgamation at all, which could have a material adverse
effect on the current and future operations, financial condition
and prospects of Inter Pipeline. A comprehensive discussion of
other risks that impact Inter Pipeline can also be found in its
public reports and filings which are available under its profile on
SEDAR at www.sedar.com.
For more information, please contact:
Brookfield Infrastructure
Media: |
Investors: |
Sebastien Bouchard |
Kate White |
Vice President,
Communications |
Manager, Investor Relations |
Tel: (416) 943-7937 |
Tel: (416) 956-5183 |
Email:
sebastien.bouchard@brookfield.com |
Email:
kate.white@brookfield.com |
|
|
Inter
Pipeline |
|
Media: |
Investors: |
Steven Noble |
Jeremy Roberge |
Manager, Corporate
Communications |
Vice President, Finance and
Investor Relations |
Tel: (403) 717-5725 |
Tel: (403) 290-6015 or
1-866-716-7473 |
Email:
mediarelations@interpipeline.com |
Email:
investorrelations@interpipeline.com |
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