Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
together with its institutional partners (collectively,
“
Brookfield Infrastructure”) and Inter Pipeline
(TSX:IPL) are pleased to announce the expiry of the Offer. Since
the initial expiry time of the Offer, Brookfield Infrastructure has
taken-up an incremental 33,087,736 Inter Pipeline common shares
tendered under the Offer during the mandatory extension period.
Upon payment for such Inter Pipeline common shares, Brookfield
Infrastructure will increase its ownership of Inter Pipeline to
76.4%.
Final Results of Tender
Brookfield Infrastructure has taken up all Inter
Pipeline common shares that were tendered under the Offer,
including the incremental 33.1 million common shares that were
tendered during the mandatory extension period. Based on the
elections made by Inter Pipeline shareholders, Inter Pipeline
shareholders will receive cash in respect of an aggregate of 27.5
million Inter Pipeline common shares and receive class A
exchangeable subordinate voting shares of Brookfield Infrastructure
Corporation (“BIPC Shares”) or Exchangeable LP
Units (as defined in the Offer) in respect of an aggregate of 5.6
million Inter Pipeline common shares. As shareholders elected to
receive less BIPC Shares or Exchangeable LP Units than were
available under the Offer, there was no proration.
Upon payment for the incremental Inter Pipeline
common shares tendered before the expiry of the Offer, Brookfield
Infrastructure will own 76.4% of Inter Pipeline’s common shares. In
aggregate across all take-up dates, holders of 95.0 million Inter
Pipeline common shares elected BIPC Shares or Exchangeable LP Units
representing 33.2% of the shares tendered under the Offer. Due to
proration, a total of 22.0 million BIPC Shares or Exchangeable LP
Units will be or have been issued to Inter Pipeline shareholders
representing 30.7% of the Offer consideration.
Subsequent Acquisition
Transaction
Immediately following the expiry of the Offer,
Brookfield Infrastructure and Inter Pipeline entered into an
arrangement agreement (the “Arrangement
Agreement”) providing for a court-approved, statutory plan
of arrangement under the Business Corporations Act (Alberta) (the
“Arrangement”).
The Arrangement constitutes the Subsequent
Acquisition Transaction contemplated in the Offer, by which
Brookfield Infrastructure will acquire ownership of 100% of the
Inter Pipeline common shares.
Under the terms of the Arrangement, holders of
Inter Pipeline common shares, other than Brookfield Infrastructure,
will be entitled to elect to receive the same per share
consideration as set forth in the Offer, namely:
- C$20.00 in cash per Inter Pipeline common share;
- 0.250 of a BIPC share; or
- Any combination thereof
The entitlement of holders of Inter Pipeline
common shares to receive BIPC Shares or Exchangeable LP Units will
be subject to proration as described in the Arrangement.
As (i) Brookfield Infrastructure
exercises control and direction over greater than 66 2/3% of the
outstanding Inter Pipeline common shares and (ii) the Inter
Pipeline common shares taken up under the Offer represent more than
a majority of the votes attached to the Inter Pipeline common
shares and may be voted in respect of any required “minority”
approvals , Brookfield Infrastructure is in a position to ensure
the successful outcome of the shareholder votes in respect of the
Subsequent Acquisition Transaction.
Additional information regarding the terms of
the Arrangement Agreement, the Arrangement and the background of
the transaction will be provided in the management information
circular (the “Circular”) for the special meeting
of Inter Pipeline shareholders to be held to consider the
Arrangement. It is anticipated that the Circular will be mailed to
Inter Pipeline shareholders in early October, with the Inter
Pipeline special meeting, and closing of the Subsequent Acquisition
Transaction, occurring in late October.
Copies of both the Arrangement Agreement and the
Circular will be made available on SEDAR under Inter Pipeline’s
profile at www.sedar.com.
Following completion of the Subsequent
Acquisition Transaction, Brookfield Infrastructure will seek to
delist the Inter Pipeline common shares from trading on the Toronto
Stock Exchange.
Further Information for Inter Pipeline
Shareholders
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$625
billion of assets under management. For more information, go to
www.brookfield.com.
Inter Pipeline Ltd. is a major
petroleum transportation and natural gas liquids processing
business based in Calgary, Alberta, Canada. Inter Pipeline owns and
operates energy infrastructure assets in Western Canada and is
building the Heartland Petrochemical Complex — North America’s
first integrated propane dehydrogenation and polypropylene
facility. Inter Pipeline is a member of the S&P/TSX 60 Index
and its common shares trade on the Toronto Stock Exchange under the
symbol IPL. For more information, go to www.interpipeline.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
acquisition of the Inter Pipeline common shares and issuance of
securities of Brookfield Infrastructure Corporation will be made
solely by, and subject to the terms and conditions set out in the
Arrangement Agreement.
NOTICE TO U.S. HOLDERS OF INTER PIPELINE
SHARES
Brookfield Infrastructure made 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 which was
filed with the United States Securities and Exchange Commission
(the “SEC”) under the U.S. Securities Act of 1933, as amended, and
which was declared effective by the SEC on August 18, 2021. Such
registration statement covering such offer and sale includes
various documents related to such offer and sale. INVESTORS AND
SHAREHOLDERS OF INTER PIPELINE 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.
The Subsequent Acquisition Transaction
to be completed by Brookfield Infrastructure is expected to be made
in the United States in reliance upon the exemption from the
registration requirements of the U.S. Securities Act of 1933, as
amended, provided by Section 3(a)(10) thereof and would be subject
to Canadian disclosure requirements (which are different from those
of the United States).
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 Inter Pipeline 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. Inter Pipeline shareholders should read any tax discussion
in the offer to purchase and takeover bid circular, and holders of
Inter Pipeline shares are urged to consult their tax
advisors.
An Inter Pipeline 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. Inter Pipeline
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.
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, 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
terms of the Subsequent Acquisition Transaction and the timing
thereof; and statements relating to Brookfield Infrastructure’s
intention to seek to delist the Inter Pipeline common shares.
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:
Brookfield Infrastructure |
|
|
|
Media: |
Investors: |
|
|
Sebastien Bouchard Vice President,
Communications Tel: (416) 943-7937 Email:
sebastien.bouchard@brookfield.com |
Kate WhiteManager, Investor RelationsTel: (416) 956-5183Email:
kate.white@brookfield.com |
|
|
Inter Pipeline |
|
|
|
Media: |
Investors: |
|
|
Steven Noble Manager, Corporate
Communications Tel: (403) 717-5725Email:
mediarelations@interpipeline.com |
Jeremy RobergeVice President, Finance and Investor
RelationsTel: (403) 290-6015 or 1-866-716-7473Email:
investorrelations@interpipeline.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 |
Brookfield Infrastructur... (NYSE:BIP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Brookfield Infrastructur... (NYSE:BIP)
Historical Stock Chart
From Jul 2023 to Jul 2024