This Amendment No. 4 to Schedule 13D updates the information relating to the current beneficial owners
and amends Items 3, 4, 6 and 7 of the Schedule 13D filed by Enbridge Inc., IPL System Inc., Enbridge Pipelines Inc. and Enbridge Energy Company, Inc. with the Securities and Exchange Commission on October 17, 2002 (the
Original
Schedule 13D
), as amended by Amendment No. 1 to the Original Schedule 13D filed by Enbridge Inc. (
Enbridge
), Enbridge US Holdings Inc. (
EUSHI
), Enbridge (U.S.) Inc. (
EUSI
), and
Enbridge Energy Company, Inc. (
EECI
and, together with Enbridge, EUSHI and EUSI, the
Reporting Persons
) with the Securities and Exchange Commission on May 2, 2016, Amendment No. 2 to the Original
Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on November 2, 2017and Amendment No. 3 to the Original Schedule 13D, filed by the Reporting Persons with the Securities and Exchange Commission on
May 17, 2018.
Item 3.
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Source and Amount of Funds or Other Consideration
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The information previously provided in response to Item 3 is hereby amended and supplemented by adding the following paragraph:
Pursuant to the Merger Agreement (as defined below), the funding for the Merger (as defined below) described in Item 4 of this Amendment (which Item 4 is
incorporated herein by reference) will consist entirely of newly issued shares of Enbridge Common Stock (as defined below) as described in Item 4 and cash in lieu of any fractional shares of Enbridge Common Stock to which a holder is entitled
pursuant to the Merger Agreement.
Item 4.
|
Purpose of Transaction
|
Agreement and Plan of Merger
On September 17, 2018,
EEM, Enbridge, Winter Acquisition Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Enbridge (Merger Sub), and, solely for the purposes of Article I, Section 2.4 and Article X, EECI, entered into an Agreement and
Plan of Merger (the Merger Agreement). Pursuant to the Merger Agreement, Merger Sub will be merged with and into EEM (the Merger), with EEM continuing as the sole surviving entity and a wholly owned subsidiary of Enbridge.
Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger, each Listed Share of EEM (each, an EEM
Listed Share) issued and outstanding immediately prior to the effective time of the Merger, other than certain excluded EEM Listed Shares owned by Enbridge and its subsidiaries, will be converted into, and become exchangeable for, 0.335 common
shares of Enbridge (Enbridge Common Stock).
The special committee (the Special Committee) of the board of directors of EEM (in
such capacity, the Board) has, acting in good faith, unanimously, (i) determined, based upon the facts and circumstances it deemed relevant, reasonable or appropriate to its decision, that the Merger Agreement, the transactions
contemplated thereby, including the Merger, and the limited liability company agreement of EEM (the Company Agreement and, as amended, the Company Agreement Amendment) are fair and reasonable to EEM, including the holders of
EEM Listed Shares (other than Enbridge and its affiliates) (the Public Shareholders), (ii) approved the Merger Agreement, the transactions contemplated thereby and the Company Agreement Amendment, on the terms and subject to the
conditions set forth in the Merger Agreement, and (iii) recommended that the Board approve the Merger Agreement, the transactions contemplated thereby and the Company Agreement Amendment. Based upon such recommendation, the Board has, acting in
good faith, unanimously (i) determined that the Merger Agreement, the transactions contemplated thereby, including the Merger, and the Company Agreement Amendment are fair and reasonable to EEM, including the Public Shareholders,
(ii) approved the Merger Agreement, the transactions contemplated thereby and the Company Agreement Amendment, on the terms and subject to the conditions set forth in the Merger Agreement, and (iii) resolved to recommend that holders of
EEM Listed Shares approve the Merger Agreement, the transactions contemplated thereby and the Company Agreement Amendment, and waive Section 9.05(a)(v) of the limited liability company agreement of EEM (the Company Agreement), and
directed that the Merger Agreement be submitted to the holders of EEM Listed Shares for their approval.
EEM has agreed, subject to certain exceptions
with respect to unsolicited proposals, not to, directly or indirectly, solicit, enter into discussions concerning, provide
non-public
information in connection with or otherwise facilitate any effort or
attempt to make any competing acquisition proposals. However, the Special Committee may, subject to certain conditions, change its recommendation in favor of approval of the Merger Agreement if, in connection with the receipt of a superior proposal
or an event occurring after the date of the Merger Agreement that was not known by or reasonably foreseeable to the Special Committee at the time of the execution of the Merger Agreement, the Special Committee determines in good faith, after
consultation with its outside counsel and its financial advisor, that
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