Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
together with its institutional partners (collectively, “Brookfield
Infrastructure”) commenced its formal offer (the “Offer”) to
acquire all of the outstanding common shares of Inter Pipeline Ltd.
(“IPL” or the “Company”).
The notice and advertisement of the Offer appear
in the Monday, February 22, 2021 editions of The Globe and Mail and
Le Devoir, and the Offer is contained in the Offer to Purchase and
Bid Circular (the “Offer and Circular”) and related documents,
which have been filed with the Canadian securities regulators on
SEDAR under IPL’s profile at www.sedar.com. The Offer and Circular
will be mailed to all IPL shareholders upon receipt of the list of
holders of Common Shares previously requested by Brookfield
Infrastructure from IPL.
Under the terms and subject to the conditions of
the Offer, each IPL shareholder will have the ability to elect to
receive, per IPL share, C$16.50 in cash or 0.206 of a Brookfield
Infrastructure Corporation (NYSE: BIPC; TSX: BIPC) class A
exchangeable share (“BIPC Share”), subject to pro-ration. IPL
shareholders may also choose to receive cash for some of their IPL
shares and BIPC Shares for their remaining IPL shares, subject, in
each case, to pro-ration. The share exchange ratio has been
calculated based on the closing price of the BIPC Shares on
February 10, 2021, the last trading day prior to the announcement
of Brookfield Infrastructure’s intention to make the Offer. The
Offer is fully financed, with maximum cash consideration of
approximately C$4.9 billion (representing 76.2% of the Offer’s
total consideration) and maximum aggregate number of BIPC shares
issued of approximately 19 million (representing 23.8% of the
Offer’s total consideration).
The Offer is open for acceptance until 5:00 p.m.
(Mountain Standard Time) on Monday, June 7, 2021.
Offer Details
The Offer is subject to certain conditions of
completion, including receipt of all necessary regulatory
approvals, customary approval by the TSX and NYSE in relation to
the issuance and listing of the additional BIPC Shares contemplated
by the Offer, absence of material changes to IPL’s business,
Brookfield Infrastructure owning not less than 66⅔% of the IPL
Shares, calculated on a fully diluted basis, after taking up IPL
Shares deposited under the Offer and not withdrawn (in addition to
the non-waivable statutory condition that more than 50% of the
outstanding IPL Shares, excluding IPL Shares beneficially owned by
Brookfield Infrastructure, are deposited under the Offer and not
withdrawn) and confirmation that the IPL shareholder rights plan
will not adversely affect the Offer. Once the two‐thirds percentage
acceptance level is met, Brookfield Infrastructure intends, but
will not be required, to take steps to acquire all remaining IPL
Shares in accordance with applicable law.
The Offer is not subject to any financing
conditions, and the cash component of the Offer will be financed
through existing capital commitments available to Brookfield
Infrastructure. The BIPC Shares included in the Offer are the
economic equivalent of units of Brookfield Infrastructure Partners
L.P. (“BIP”) and are exchangeable for limited partnership units of
BIP on a one for one basis.
Brookfield Infrastructure encourages IPL
shareholders to read the full details of the Offer set forth in the
Offer and Circular, which contains the full terms and conditions of
the Offer and other important information as well as detailed
instructions on how IPL shareholders can tender their IPL shares to
the Offer.
Shareholders who have questions or require
assistance in depositing IPL shares to the Offer, IPL shareholders
should contact the Information Agent and Depositary, Laurel Hill
Advisory Group, by telephone at 1-877-452-7184 (North American Toll
Free Number) or 416-304-0211 (outside North America) or by email at
assistance@laurelhill.com.
Copies of the Offer and Circular, once filed,
will be available without charge on request from the Information
Agent and are available at www.ipl-offer.com or on SEDAR at
www.sedar.com.
Advisors
Brookfield Infrastructure has engaged BMO
Capital Markets and Barclays Capital Canada Inc. to act as joint
financial advisors and McCarthy Tétrault LLP to act as its legal
advisor in connection with the Offer. Laurel Hill Advisory Group
has also been engaged to act as Brookfield Infrastructure’s
strategic communications advisor and information agent.
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 approximately
US$600 billion of assets under management. For more information, go
to www.brookfield.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 offer to acquire IPL securities
and to issue securities of Brookfield Infrastructure Corporation
will be made solely by, and subject to the terms and conditions set
out in the formal offer to purchase and bid circular and
accompanying letter of transmittal and notice of guaranteed
delivery.
NOTICE TO U.S. HOLDERS OF IPL
SHARES
Brookfield Infrastructure intends to
make the offer and sale of the BIPC Shares in the Offer subject to
a registration statement of BIPC and BIP covering such offer and
sale to be filed with the United States Securities and Exchange
Commission (the “SEC”) under the U.S. Securities Act of 1933, as
amended. Such registration statement covering such offer and sale
will include various documents related to such offer and sale.
INVESTORS AND SHAREHOLDERS OF IPL ARE URGED TO READ SUCH
REGISTRATION STATEMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS
THOSE DOCUMENTS BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free
copy of such registration statement, as well as other relevant
filings regarding BIP and BIPC or such transaction involving the
issuance of the BIPC Shares and the underlying BIP limited
partnership units, at the SEC’s website (www.sec.gov) under the
issuer profiles for BIP and BIPC, or on request without charge from
Brookfield Infrastructure, at 250 Vesey Street, 15th Floor, New
York, New York, 10281-1023 or by telephone at (212)
417-7000.
BIPC is a foreign private issuer and
Brookfield Infrastructure is permitted to prepare the offer to
purchase and takeover bid circular and related documents in
accordance with Canadian disclosure requirements, which are
different from those of the United States. BIPC prepares its
financial statements in accordance with IFRS, and they may not be
directly comparable to financial statements of United States
companies.
Shareholders of IPL should be aware that
owning BIPC Shares may subject them to tax consequences both in the
United States and in Canada. The offer to purchase and takeover bid
circular may not describe these tax consequences fully. IPL
shareholders should read any tax discussion in the offer to
purchase and takeover bid circular, and holders of IPL Shares are
urged to consult their tax advisors.
An IPL shareholder’s ability to enforce
civil liabilities under the United States federal securities laws
may be affected adversely because Brookfield Infrastructure
Corporation is incorporated in British Columbia, Canada, some or
all of Brookfield Infrastructure’s officers and directors and some
or all of the experts named in the offering documents reside
outside of the United States, and a substantial portion of
Brookfield Infrastructure’s assets and of the assets of such
persons are located outside the United States. IPL shareholders in
the United States may not be able to sue Brookfield Infrastructure
or its officers or directors in a non-U.S. court for violation of
United States federal securities laws. It may be difficult to
compel such parties to subject themselves to the jurisdiction of a
court in the United States or to enforce a judgment obtained from a
court of the United States.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS OR WILL HAVE
APPROVED OR DISAPPROVED THE BIPC SHARES OFFERED IN THE OFFERING
DOCUMENTS, OR HAS OR WILL HAVE DETERMINED IF ANY OFFERING DOCUMENTS
ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
IPL shareholders should be aware that,
during the period of the Offer, Brookfield Infrastructure or its
affiliates, directly or indirectly, may bid for or make purchases
of the securities to be distributed or to be exchanged, or certain
related securities, as permitted by applicable laws or regulations
of Canada or its provinces or territories.
Cautionary Statement Regarding
Forward-looking Statements
This news release may contain forward-looking
information within the meaning of Canadian provincial securities
laws and “forward-looking statements” within the meaning of Section
27A of the U.S. Securities Act of 1933, as amended, Section 21E of
the U.S. Securities Exchange Act of 1934, as amended, “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995 and in any applicable Canadian securities
regulations. The words “believe”, “expect”, “will” derivatives
thereof and other expressions which are predictions of or indicate
future events, trends or prospects and which do not relate to
historical matters, identify the above mentioned and other
forward-looking statements. Forward-looking statements in this news
release include statements regarding the expected mailing of the
Offer and Circular.
Although Brookfield Infrastructure believes that
these forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on them, or any other forward-looking
statements or information in this news release. The actual outcome
of future events could differ from the forward-looking statements
and information herein, which are subject to a number of known and
unknown risks and uncertainties. Factors that could cause actual
events to differ materially from those contemplated or implied by
the statements in this news release include the ability to obtain
regulatory approvals (including approval of the TSX and the NYSE)
and meet other closing conditions to any possible transaction, the
ability to realize financial, operational and other benefits from
the proposed transaction, general economic conditions in the
jurisdictions in which we operate and elsewhere which may impact
the markets for our products and services, the impact of market
conditions on our businesses, the fact that success of Brookfield
Infrastructure is dependent on market demand for an infrastructure
company, which is unknown, the availability of equity and debt
financing for Brookfield Infrastructure, the ability to effectively
complete transactions in the competitive infrastructure space and
to integrate acquisitions into existing operations, changes in
technology which have the potential to disrupt the business and
industries in which we invest, the market conditions of key
commodities, the price, supply or demand for which can have a
significant impact upon the financial and operating performance of
our business and other risks and factors described in other
documents filed by Brookfield Infrastructure with the securities
regulators in Canada and the United States. Except as required by
law, Brookfield Infrastructure undertakes no obligation to publicly
update or revise any forward-looking statements or information,
whether as a result of new information, future events or
otherwise.For more information, please
contact:
Media:Claire HollandSenior Vice President,
CommunicationsTel: (416) 369-8236 Email:
claire.holland@brookfield.com |
Investors:Kate WhiteManager, Investor Relations
Tel: (416) 956-5183Email: kate.white@brookfield.com |
|
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Shareholder Questions / Tendering
Assistance:Laurel Hill Advisory GroupNorth American
Toll-Free: 1-877-452-7184 (+1-416-304-0211 outside North
America)Email: assistance@laurelhill.com |
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