Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
together with its institutional partners (collectively,
“
Brookfield Infrastructure”) agrees with a leading
independent proxy advisor’s recommendation to vote AGAINST the
Alternative Transaction. Additionally, Brookfield Infrastructure
announces it has filed a fourth notice of variation and change (the
"
Fourth Notice of Variation") in respect of its
offer to acquire all of the outstanding common shares of Inter
Pipeline Ltd. (TSX:IPL) (the “
Offer”).
The Fourth Notice of Variation and related
documents can be found at www.ipl-offer.com. They have also been
filed with the Canadian securities regulators on SEDAR under IPL’s
profile at www.sedar.com and will be mailed to all IPL
shareholders.
________________________1 Based on assumed
proration of 32% BIPC Shares and 68% cash and based on the closing
price of the BIPC Shares on the TSX on July 14, 2021.2 Based on the
closing price of the Pembina common shares on the TSX on July 14,
2021.
ISS Recommends IPL Shareholders Vote
AGAINST the Alternative Transaction
On July 16, 2021, ISS, a prominent proxy advisor
who provides objective and impartial analyses, recommended that IPL
Shareholders vote AGAINST the Alternative Transaction.
ISS stated that “the combination with
PPL carries execution risk and shareholders have also been
offered a higher competing bid from BIP which has financing
certainty, no regulatory risk, and an all-cash option.
Absent an improvement of terms from PPL, shareholders appear to be
better off with the riskless option from BIP's deal. As such,
shareholders are recommended to vote against this proposal
based on the current terms” – ISS, July 16, 2021
With Pembina’s announcement on July 16, 2021,
that they are not prepared to increase or otherwise change the
consideration under the Alternative Transaction, ISS’
recommendation reinforces Brookfield Infrastructure’s strong belief
that its proposal to IPL Shareholders is superior and that IPL
Shareholders should vote AGAINST the Alternative Transaction.
IPL Shareholders are urged to cast their
vote AGAINST well in advance of IPL’s July 27, 2021 proxy voting
deadline.
Given the superior value, flexibility,
and certainty of our Offer, we encourage IPL Shareholders to tender
to our Offer which is open for acceptance until 5:00 p.m. (Mountain
Time) on August 6, 2021.
Details of the Offer
Brookfield Infrastructure’s Offer to Purchase
IPL for $21.23 per IPL common share1, on a prorated basis,
represents a premium of C$1.53 or 8%2 to the Alternative
Transaction.
Under the terms and subject to the conditions of
the Offer, as varied by the Fourth Notice of Variation,
shareholders may elect to receive up to 100% cash consideration
totalling C$20.00 per share without being subject to proration, or
0.250 of a BIPC Share, subject to proration, valued at C$23.85 per
IPL common share as of market close on July 14, 2021.
The BIPC Shares available under the Offer will
be subject to pro-ration based on a maximum of 31.0 million BIPC
Shares issuable to IPL shareholders (representing 32% of the total
consideration).
To maximize the amount of tax-deferred
consideration available to shareholders eligible to elect to
receive 100% of their consideration in BIPC Shares on a
tax-deferred basis, the 31.0 million maximum BIPC Shares issuable
under the Offer would be increased up to an incremental 5.0 million
BIPC Shares (with such incremental shares priced at the fair market
value as of the expiry date of the Offer, in lieu of cash).
Brookfield Infrastructure encourages IPL
shareholders to read the full details of the Offer set forth in the
original Offer to Purchase and Circular dated February 22, 2021
(the “Offer and Circular”), the notice of
variation, change and extension dated June 4, 2021 (the
“First Notice of Variation”), the second notice of
variation and extension dated June 21, 2021 (the “Second
Notice of Variation”), the third notice of variation and
extension dated July 13, 2021 (the “Third Notice of
Variation”) and the Fourth Notice of Variation, 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, the First
Notice of Variation, the Second Notice of Variation, the Third
Notice of Variation and the Fourth Notice of Variation 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.
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 proxy solicitation 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 over US$600
billion of assets under management. For more information, go to
www.brookfield.com.
Additional Information Regarding Proxy
Solicitation Brookfield Infrastructure is soliciting
proxies through this press release pursuant to an order of the
Alberta Securities Commission dated June 29, 2021 allowing
Brookfield Infrastructure to solicit proxies through public
broadcast without Brookfield Infrastructure filing a proxy
circular. Brookfield Infrastructure is soliciting proxies in
respect of IPL and the annual general and special meeting of
shareholders of IPL to be held on July 29, 2021 (the “IPL
Meeting”). IPL’s head office is located at Suite 3200, 215
- 2nd Street SW, Calgary, Alberta, T2P 1M4.
Brookfield Infrastructure has engaged Laurel
Hill Advisory Group as their strategic advisor and proxy
solicitation agent to assist Brookfield Infrastructure in the
solicitation of proxies from IPL shareholders for the IPL Meeting.
The total cost of these proxy solicitation services is up to
approximately $100,000, plus reasonable out of-pocket expenses.
Brookfield Infrastructure will bear the costs of this
solicitation.
In addition to revocation in any other manner
permitted by law, a registered IPL shareholder may revoke or change
a previously made proxy vote: (a) by accessing the IPL Meeting by
following the instructions under the heading "How to Participate at
the IPL Shareholders' Meeting" in the Joint Information Circular of
IPL and Pembina dated June 29, 2021 in respect of the IPL Meeting
and voting their IPL shares during the designated time; (b) by an
instrument in writing executed by the IPL shareholder or such IPL
shareholder's attorney authorized in writing or, if the IPL
shareholder is a corporation, under its corporate seal or by an
officer or attorney thereof, duly authorized, indicating the
capacity under which such officer or attorney is signing and
deposited with Computershare, the transfer agent of IPL, at the
office designated in the Notice of Special Meeting of IPL
Shareholders dated June 29, 2021 not later than 10:00 a.m. (Calgary
time), on the business day preceding the day of the IPL Meeting (or
any adjournment or postponement thereof); or (c) by a duly executed
and deposited proxy as provided herein bearing a later date or time
than the date or time of the proxy being revoked. IPL
shareholders who hold their shares through a bank, broker or other
intermediary are encouraged to follow the instructions provided to
them from their applicable intermediary as they differ from those
of registered shareholders (shareholders who hold IPL shares in
their own name). Alternatively, IPL shareholders may contact Laurel
Hill for assistance.
Brookfield Infrastructure beneficially own and
exercise control or direction over 41,848,857 IPL shares.
Additionally, Brookfield Infrastructure has economic exposure to an
aggregate of 42,492,698 IPL shares pursuant to a cash-settled total
return swap. The cash-settled total return swap affords economic
exposure to IPL shares, but does not give Brookfield Infrastructure
any right to vote, or direct or influence the voting, acquisition,
or disposition of any IPL shares.
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. 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. As of close of market on
July 12, 2021, the date prior to the filing of the last extension
of the Offer pre-market on July 13, 2021 and prior to press
releasing the intention to revise the Offer on July 15, 2021, there
was a total of 565,203 IPL shares deposited under the
Offer.
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.
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 revised terms of the
Offer, the expected mailing of the Fourth Notice of Variation, and
statements regarding Pembina’s intention not to revise the
Alternative Transaction.
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 |
|
|
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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