Brookfield Infrastructure Comments on Inter Pipeline Ltd. Directors’ Circular
March 11 2021 - 7:00AM
Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
together with its institutional partners (collectively, "Brookfield
Infrastructure") has reviewed the directors’ circular (“Directors’
Circular”) filed by the Board of Directors (the “Board”) of Inter
Pipeline Ltd. (TSX: IPL)(“IPL” or “the Company”) in response to the
offer (the "Offer") by Bison Acquisition Corp. (a subsidiary of
Brookfield Infrastructure) to acquire all of the outstanding common
shares of IPL as set forth in the Offer and Circular dated February
22, 2021 (the “Offer and Circular”). Importantly, the Directors’
Circular does not include new information that changes Brookfield
Infrastructure’s view of the value of the Company.
As the largest individual shareholder in
IPL, we are pleased that the Board has established a Special
Committee and will commence a Strategic
Review. We welcome the Board’s efforts to
market test the Offer against other take-private proposals for
IPL.
The Company notes in the Directors’ Circular
that a comprehensive data room has been prepared and contact has
been initiated with a number of third parties. Brookfield
Infrastructure has not been contacted by IPL or its advisors since
the initiation of the Offer.
Brookfield Infrastructure’s Offer is based
exclusively on publicly available information. Any ability for
Brookfield Infrastructure to increase the Offer would be predicated
on completing customary confirmatory due diligence that supports
such an increase. We remain open to engaging directly with the
Company on fair and balanced terms.
Brookfield Infrastructure remains
committed to the Offer and continues to believe the Offer is in the
best interests of IPL shareholders:
- Significant Premium to IPL’s
Undisturbed Trading Levels and Analyst Consensus Estimates
- Immediate Catalyst
to Surface Value in a Security that has Significantly
Underperformed in the Public Equity Markets
- Opportunity for
Immediate Liquidity at a Compelling Valuation and Ability to
Participate in Brookfield Infrastructure’s World-Class
Infrastructure Platform
- Brookfield
Infrastructure is Uniquely Positioned to Support IPL as a Private
Company Through the Environmental Social & Governance Focused
Transition
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). 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.
Copies of the Offer to Purchase and
Circular and related documents are available without charge on
request from the Information Agent and are available at
www.ipl-offer.com or on SEDAR at www.sedar.com. The Offer and
Circular contains the full terms and conditions of the Offer and
detailed instructions on how IPL shareholders can tender their IPL
shares to the Offer.
Shareholder Questions
IPL shareholders who have questions or require
assistance in depositing IPL shares to the Offer 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.
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.
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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