Brookfield Infrastructure Partners L.P. (“BIP”) (NYSE: BIP; TSX:
BIP.UN), together with its institutional partners (collectively,
“Brookfield Infrastructure”) and Brookfield Infrastructure
Corporation (“BIPC”) (NYSE: BIPC; TSX: BIPC), announced today that
in connection with the previously announced offer (the “Offer”, as
amended on June 4, 2021, June 21, 2021, July 13, 2021 and July 19,
2021) by Brookfield Infrastructure to acquire all the outstanding
common shares of Inter Pipeline Ltd. (“IPL”), BIP, which
beneficially owns the sole class B multiple voting share in the
capital of BIPC that is entitled to 75% of the total votes cast at
BIPC shareholder meetings, has provided the Toronto Stock Exchange
(“TSX”) with written consent confirming that it is in favor of the
Offer and the issuance of class A exchangeable subordinate shares
(“BIPC Shares”) in connection with the Offer (the “BIPC Share
Issuance”). This written consent satisfies the BIPC security holder
approval requirement of the TSX. Please refer to BIP’s press
releases dated June 2, 2021, June 18, 2021, July 13, 2021, July 15,
2021 and July 19, 2021 for further details of the Offer.
Under the Offer, each IPL shareholder will have
the ability to elect to receive, per IPL share, C$20.00 in cash or
0.250 of a BIPC Share, or, solely in the case of eligible Canadian
IPL shareholders seeking a rollover for tax purposes, 0.250 of an
exchangeable security (each an “Exchangeable Unit”) to be issued by
an indirect subsidiary of BIP (“Exchange LP”), subject to
pro-ration in respect of the BIPC Shares and Exchangeable Units.
The maximum aggregate number of BIPC Shares issuable (including as
a result of the exchange of Exchangeable Units issuable in
connection with the Offer, including pursuant to supplementary
elections) is 36,000,000 BIPC Shares, subject to any adjustments to
account for rounding (representing approximately 80% of the
44,953,247 issued and outstanding BIPC Shares as at March 31,
2021). The Offer is open for acceptance until 5:00 p.m. (Mountain
Time) on August 6, 2021.
Under applicable TSX rules, the BIPC Share
Issuance requires the approval of BIPC security holders, as the
maximum number of BIPC Shares issuable in connection with the Offer
(including as a result of the exchange the Exchangeable Units
issuable in connection with the Offer) exceeds 25% of the total
number of outstanding BIPC Shares. BIPC has relied on the exemption
available in section 604(d) of the TSX Company Manual to provide
TSX with written evidence that holders of more than 50% of the
voting securities of BIPC are familiar with the terms of the Offer
and the BIPC Share Issuance and are in favor of it, in lieu of a
duly called meeting of security holders. TSX will generally not
require further security holder approval for the issuance of up to
an additional 9,000,000 BIPC Shares in connection with the Offer,
such number being 25% of the number of securities approved by
security holders for the Offer.
The Offer is being effected at arm’s length and
the issuance of BIPC Shares is not expected to materially affect
control of BIPC. The BIPC Share Issuance and the Offer are expected
to close not earlier than five (5) business days after
dissemination of this press release.
Brookfield Infrastructure encourages IPL
shareholders to read the full details of the Offer set forth in the
Offer to Purchase and Bid Circular (the “Offer and Circular”, as
amended on June 4, 2021, June 21, 2021, July 13, 2021 and July 19,
2021), 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 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.
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.
No Offer or Solicitation
This 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 BIPC 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
In connection with the Offer, Brookfield
Infrastructure has filed a Registration Statement on Form F-4,
Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4 and Amendment No. 5 thereto with the United States
Securities and Exchange Commission (the “SEC”) under the U.S.
Securities Act of 1933, as amended, which has not yet become
effective, which contain a prospectus relating to the Offer. The
BIPC Shares may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective.
SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ SUCH
REGISTRATION STATEMENT, AS AMENDED, AND ANY AND ALL OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE
OFFER, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY SUCH
DOCUMENTS, AS EACH BECOMES AVAILABLE, BECAUSE EACH CONTAINS OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT BROOKFIELD INFRASTRUCTURE, IPL
AND THE OFFER. Materials filed with the SEC are available
electronically without charge 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 and the materials will be posted on BIP’s website at
www.brookfield.com/infrastructure.
BIP and BIPC are foreign private issuers
and Brookfield Infrastructure is permitted to prepare the offer to
purchase and related documents in accordance with Canadian
disclosure requirements, which are different from those of the
United States. BIP and BIPC prepare their 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
the disposition of their common shares and the acquisition and
ownership of BIPC Shares may subject them to tax consequences both
in the United States and in Canada. The offer to purchase may not
describe these tax consequences fully. IPL shareholders should read
any tax discussion in the offer to purchase, 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 by the fact that each of the offeror,
BIP, BIPC and IPL is formed under the laws of a non-U.S.
jurisdiction, that, some or all of their respective officers and
directors and some or all of the experts named in the offering
documents may reside outside of the United States, and that all or
a substantial portion of the assets of the offeror, BIP, BIPC or
IPL and such persons may be located outside the United States. IPL
shareholders in the United States may not be able to sue the
offeror, BIP, BIPC or IPL or their respective 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 TO BE 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 and any advisor, broker or other person acting as the
agent for, or on behalf of, or in concert with the offeror 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, outside the Offer, including
purchases in the open market at prevailing prices or in private
transactions at negotiated prices, as permitted by applicable laws
or regulations of the United States, Canada or its provinces or
territories. To the extent information about such purchases is made
public in Canada, such information will be disclosed by means of a
press release or other means reasonably calculated to inform IPL
shareholders in the United States of such information.
The Offer is being made for the
securities of a Canadian company that does not have securities
registered under Section 12 of the U.S. Exchange Act of 1934, as
amended (the “U.S. Exchange Act”). Accordingly, the Offer is not
subject to Section 14(d) of the U.S. Exchange Act, or Regulation
14D promulgated by the SEC thereunder, except for any requirements
thereunder applicable to exchange offers commenced before the
effectiveness of the related registration statement. The Offer is
being conducted in accordance with Section 14(e) of the U.S.
Exchange Act and Regulation 14E promulgated
thereunder.
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 “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.
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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