Inter Pipeline Ltd. ("
Inter Pipeline" or the
"
Company") (TSX: IPL) announces the filing of its
management information circular dated September 22, 2021 (the
"
Circular") and related meeting and proxy
materials in connection with the previously announced transaction
(the "
Transaction") with Brookfield Infrastructure
Partners L.P. (NYSE: BIP; TSX: BIP.UN), together with its
institutional partners (collectively, “
Brookfield
Infrastructure”). The Circular and related materials are
expected to be mailed to holders of common shares ("
Common
Shares") of Inter Pipeline
("
Shareholders") in early October 2021.
Special Meeting of
Shareholders
On September 3, 2021, Inter Pipeline and
Brookfield Infrastructure, entered into an arrangement agreement,
which was amended and restated on September 21, 2021 (as amended
and restated, the "Arrangement Agreement")
providing for a court-approved, statutory plan of arrangement under
the Business Corporations Act (Alberta) (the
“Arrangement”).
In accordance with the terms of the interim
order of the Court of Queen's Bench of Alberta obtained on
September 22, 2021, a special meeting (the
"Meeting") of Shareholders will be held virtually
on October 28, 2021 at 8:30 a.m. (Mountain Time). A copy of the
interim order is included in the Circular.
The purpose of the Meeting is for the
Shareholders to consider and vote on a resolution approving the
Arrangement, as described in detail in the Circular. Only
Shareholders of record at the close of business on September 20,
2021 will be entitled to vote at the Meeting. Due to COVID-19 and
related recommendations of Canadian public health officials, the
Meeting will be conducted via live audio webcast accessible at
https://web.lumiagm.com/444827760, using password "IPL2021" (case
sensitive).
In addition to Shareholder approval at the
Meeting, the Arrangement remains subject to other customary closing
conditions, including final court approval. Subject to receipt of
all required approvals and satisfaction of all closing conditions,
the Arrangement is currently anticipated to be completed on or
about October 28, 2021. Shareholders are encouraged to read the
Circular and its appendices in their entirety. The Circular has
been filed on Inter Pipeline's profile on SEDAR at www.sedar.com
and is available on Inter Pipeline's website at
www.interpipeline.com.
How to Vote
All Shareholders are encouraged to vote at the
Meeting (virtually) or by proxy. Details on how to vote and how to
participate at the Meeting via the live webcast are contained in
the Circular.
The completion of the Arrangement is subject to,
among other things, the approval of two thirds of the votes cast by
the Shareholders at the Meeting, as well as majority of the
minority approval under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
("MI 61-101") of the Shareholders (which requires
the approval of a majority of votes cast by such shareholders at
the Meeting, excluding certain votes of Brookfield Infrastructure
and any other person required to be excluded for the purposes of MI
61-101). Brookfield Infrastructure may vote the Common Shares
acquired by it under its takeover bid of Inter Pipeline, which was
completed on September 3, 2021, as part of the "minority"
approval.
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 take-over bid dated February 22, 2021,
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 Arrangement.
Executive Transition Plan
Inter Pipeline announces that Christian Bayle,
President and Chief Executive Officer and Brent Heagy, Chief
Financial Officer, will each step down from their management
positions with the Company effective upon the closing of the
Arrangement and be replaced by two Brookfield Infrastructure
executives. Mr. Bayle will also resign from the Board of Directors
(the "Board") of Inter Pipeline effective the same
day.
At the effective time of the resignations, Brian
Baker will be appointed as interim Chief Executive Officer, pending
a search to identify a permanent replacement, and Paul Hawksworth
will be appointed as Chief Financial Officer. As part of the
Executive Transition Plan, effective September 21, 2021, Mr.
Hawksworth was appointed Deputy Chief Financial Officer of Inter
Pipeline.
“On behalf of the Board and everyone at Inter
Pipeline, I wish to thank Chris and Brent for their years of
service,” stated Deborah Close, Inter Pipeline's Chair of the
Board. “We wish them success in their future endeavours.”
“It has been extremely rewarding to have been
part of growing this remarkable company,” noted Mr. Bayle. “Both
Brent and I have been very fortunate to work with a talented
workforce and are thankful for their commitment to Inter Pipeline,
and its vision and values. Brent and I wish the company, its people
and business partners all the best in the future and we will work
closely with Brian and Paul over the coming weeks to support a
smooth transition.”
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’s common shares trade on the Toronto Stock
Exchange under the symbol IPL. For more information, go to
www.interpipeline.com.
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 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 COMMON
SHARES
The exchangeable subordinate voting
share (each whole share, a "BIPC Share") of Brookfield
Infrastructure Corporation ("BIPC") which may be issued to
Shareholders in exchange for their Common Shares pursuant to the
Arrangement have not been and will not be registered under the
United States Securities Act of 1933, as amended
(the "U.S. Securities Act") or the securities laws of any state
within the United States, and the 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, provided by Section
3(a)(10) thereof and would be subject to Canadian disclosure
requirements. Section 3(a)(10) of the U.S. Securities Act
exempts the issuance of any security issued in exchange for one or
more bona fide outstanding securities from the registration
requirements of the U.S. Securities Act where, among other things,
the terms and conditions of such issuance and exchange have been
approved by a court of competent jurisdiction, after a hearing upon
the fairness of the terms and conditions of such issuance and
exchange at which all persons to whom the securities will be issued
have the right to appear and receive timely notice thereof. In
addition, the solicitation of proxies for the Meeting by means of
the Circular is not subject to the requirements of
section 14(a) of the United States Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act").
Accordingly, the solicitations and transactions contemplated in the
Circular are being made in the United States for securities of a
Canadian issuer in accordance with Canadian corporate laws and
Canadian securities laws, and the Circular has been prepared solely
in accordance with disclosure requirements applicable in Canada.
Shareholders in the United States should be aware that such
requirements are different from those of the United States
applicable to registration statements under the U.S. Securities Act
and proxy statements under the U.S. Exchange Act.
Information concerning the assets and
operations of Inter Pipeline contained or incorporated by reference
in the Circular and related documents has been prepared in
accordance with Canadian disclosure requirements, which are
different from those of the United States. BIPC and Brookfield
Infrastructure Partners L.P. financial statements
incorporated by reference in the Circular have been
prepared in accordance with IFRS, as issued by the International
Accounting Standards Board, and they may not be directly comparable
to financial statements of United States companies.
Shareholders subject to United States
federal income taxation should be aware that the disposition of
their Common Shares and the acquisition of BIPC Shares by them as
described in the Circular may have tax consequences both in the
United States and in Canada. Shareholders should be aware that
owning BIPC Shares may subject them to tax consequences both in the
United States and in Canada. Such consequences for Shareholders who
are resident in, or citizens of, the United States may not be
described fully in the Circular and such Shareholders are
encouraged to consult their tax advisors.
A Shareholder's ability to enforce civil
liabilities under the federal securities laws of the United States
may be affected adversely by the fact that: (a) Inter Pipeline and
BIPC are organized under the laws of Alberta, Canada and British
Columbia, Canada, respectively; (b) some or all of their officers
and directors are residents of countries other than the United
States; (c) some of the experts named in the Circular are residents
of countries other than the United States; and (d) a substantial
portion of the assets of Inter Pipeline, BIPC and such persons are
located outside the United States. As a result, it may be difficult
or impossible for Shareholders in the United States to effect
service of process within the United States upon Inter Pipeline,
BIPC, as applicable, and their respective directors or officers, or
to realize against them upon judgments of courts of the United
States predicated upon civil liabilities under the federal
securities laws of the United States or the securities laws of any
state within the United States. In addition, Shareholders in the
United States should not assume that the courts of Canada: (a)
would enforce judgments of United States courts obtained in actions
against such persons predicated upon civil liabilities under the
federal securities laws of the United States or the securities laws
of any state within the United States; or (b) would enforce, in
original actions, liabilities against such persons predicated upon
civil liabilities under the federal securities laws of the United
States or the securities laws of any state within the United
States.
Cautionary Statement
This news release includes "forward-looking
information" within the meaning of applicable securities laws
relating to, among other things, the timing of the mailing of the
Circular and related meeting materials, the Meeting date, the
timing and anticipated receipt of required Shareholder and court
approval, the ability of the parties to satisfy the other
conditions to the closing of the Arrangement, the anticipated
timing for closing of the Arrangement and the effective date of the
executive changes. Forward-looking information may in some cases be
identified by words such as "will", "anticipates", "expects",
"intends" and similar expressions suggesting future events or
future performance. The Company cautions that all forward-looking
information is inherently subject to change and uncertainty and
that actual results may differ materially from those expressed or
implied by the forward-looking information. A number of risks,
uncertainties and other factors could cause actual results and
events to differ materially from those expressed or implied in the
forward-looking information or could cause the Company's current
objectives, strategies and intentions to change. Accordingly, the
Company warns readers to exercise caution when considering
statements containing forward-looking information and that it would
be unreasonable to rely on such statements as creating legal rights
regarding the Company's future results or plans. The Company cannot
guarantee that any forward-looking information will materialize and
readers are cautioned not to place undue reliance on this
forward-looking information. Any forward-looking information
contained in this news release represents expectations as of the
date of this news release and are subject to change after such
date. However, the Company is under no obligation (and the Company
expressly disclaims any such obligation) to update or alter any
statements containing forward-looking information, the factors or
assumptions underlying them, whether as a result of new
information, future events or otherwise, except as required by law.
All of the forward-looking information in this news release is
qualified by the cautionary statements herein.
Forward-looking information is provided herein
for the purpose of giving information about the proposed
Transaction referred to above, as well as information on expected
executive changes. Readers are cautioned that such information may
not be appropriate for other purposes. The completion of the
proposed Arrangement is subject to customary closing conditions,
termination rights and other risks and uncertainties including,
without limitation, court, stock exchange and Shareholder
approvals. Accordingly, there can be no assurance that the proposed
Transaction will occur, or that it will occur on the terms and
conditions contemplated in this news release. The proposed
Transaction could be modified, restructured or terminated. In
addition, if the Transaction is not completed, and Inter Pipeline
continues as an independent entity, there are risks that the
announcement of the Transaction and the dedication of resources by
Inter Pipeline to the completion of the Transaction could have an
impact on Inter Pipeline's current business relationships
(including with future and prospective employees, customers,
distributors, suppliers and partners) and could have a material
adverse effect on the current and future operations, financial
condition and prospects of Inter Pipeline. A comprehensive
discussion of other risks that impact Inter Pipeline can also be
found in its public reports and filings which are available under
its profile on SEDAR at www.sedar.com.
For more information, please contact:
Brookfield Infrastructure
Media:
Sebastien Bouchard
Vice President,
Communications
Tel: (416)
943-7937
Email: sebastien.bouchard@brookfield.com Inter
PipelineMedia:
Steven
Noble
Manager, Corporate
Communications
Tel: (403)
717-5725
Email:
mediarelations@interpipeline.com |
Investors:Kate WhiteManager, Investor
RelationsTel: (416) 956-5183Email:
kate.white@brookfield.com Investors:Jeremy
RobergeVice President, Finance and Investor RelationsTel: (403)
290-6015 or 1-866-716-7473Email:
investorrelations@interpipeline.com |
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