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 BIPs deal. As such, shareholders are recommended to vote against this proposal based on the current terms ISS,
July 16, 2021
With Pembinas 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 Infrastructures 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 IPLs 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 Infrastructures 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
Infrastructures strategic communications advisor and proxy solicitation and information agent.
Brookfield Infrastructure Partners
L.P. 2