Filed by Enbridge Inc. (Commission File No. 001-15254)
Pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Enbridge Energy Partners, L.P.
(Commission File No.: 001-10934)
is an email sent by Al Monaco, Chief Executive Officer of Enbridge Inc., to all employees of Enbridge Inc. on September 24, 2018.
Sent to all members of the Enbridge team
As you know, an important part of our strategic
priorities is to simplify our corporate structure. Last week we got a lot closer to that goal!
In case you missed it, last Tuesday we reached agreements
to acquire the publics interest in three of our sponsored vehicles: Enbridge Income Fund Holdings (ENF), Enbridge Energy Partners (EEP) and Enbridge Energy Management (EEQ). This came on the heels of the Spectra Energy Partners (SEP) deal,
which we announced in August. So that makes a total of four vehicles were buying in.
Let me summarize what this is all about and why were
First, with these deals were buying the remaining part of the assets we already own highly strategic
and profitable businesses that will be with us for a long time;
Were simplifying our corporate structure so that all of our assets are under one roof. That will make
Enbridge easier to understand for our investors. As one external analyst put it weve created one, big happy family;
It drives financial benefits and further strengthens our balance sheet and credit rating so that we can position
ourselves for future growth; and
It will significantly reduce administrative burden and complexity in our business so we can focus our full
attention on what drives the core of what we dosafety, operational reliability and serving our customers.
So whats next? In
the coming weeks well file the documents required to bring the ENF, EEP and EEQ deals to a vote by the respective unitholders and shareholders. Our hope is to hold the votes in Q4 this year.
For the vast majority of employees, these deals will have little impact on your
jobs, as Enbridge will continue to operate the assets as we do now.
Finally, this marks another step towards executing on our priorities. Please join me in thanking those involved for getting these deals to this point.
Please take the time to read more about these transactions in the News Release section of our website.
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934.
statements are based on the beliefs and assumptions of Enbridge Inc. (Enbridge), Enbridge Energy Partners, L.P. (EEP), Enbridge
Energy Management, L.L.C. (EEQ), Spectra Energy Partners, LP (SEP), and Enbridge Income Fund Holdings Inc. (ENF and, together with EEP, EEQ and SEP, the Sponsored Vehicles). These forward-looking
statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast and similar expressions and include, but are not limited to,
statements regarding the expected closing, consummation, completion, timing and benefits of the acquisitions of the Sponsored Vehicles (collectively, the Proposed Transactions), the expected synergies and equityholder value to result
from the combined companies, the expected levels of cash distributions or dividends by the Sponsored Vehicles to their respective shareholders or unitholders, the expected levels of dividends by Enbridge to its shareholders, the expected financial
results of Enbridge and its Sponsored Vehicles and their respective affiliates, and the future credit ratings, financial condition and business strategy of Enbridge, its Sponsored Vehicles and their respective affiliates.
Although Enbridge and its Sponsored Vehicles believe these forward-looking statements are reasonable based on the information available on the date such
statements are made and processes used to prepare the information, such statements are not guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their nature, these statements
involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such statements. Material
assumptions include assumptions about the following: the expected supply of and demand for crude oil, natural gas, natural gas liquids (NGL) and renewable energy; prices of crude oil, natural gas, NGL and renewable energy; exchange
rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability; customer and regulatory approvals; maintenance of support and regulatory approvals for projects; anticipated
dates; weather; the timing and closing of dispositions; the realization of anticipated benefits and synergies of the Proposed Transactions; governmental legislation; acquisitions and the timing thereof;
the success of integration plans; impact of capital project execution on future cash flows; credit ratings; capital project funding; expected earnings; expected future cash flows; and estimated future dividends. Assumptions regarding the expected
supply of and demand for crude oil, natural gas, NGL and renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may impact current and future levels of demand for Enbridges
and its Sponsored Vehicles services. Similarly, exchange rates, inflation and interest rates impact the economies and business environments and may impact levels of demand for Enbridges and its Sponsored Vehicles services and cost
of inputs, and are therefore inherent in all
statements. Due to the interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking
statement cannot be determined with certainty, particularly with respect to the impact of the Proposed Transactions, expected earnings and cash flow or estimated future dividends.
statements involve risks and uncertainties that may cause actual results to be materially different
from the results predicted. There are a number of important factors that could cause actual results to differ materially from those indicated in any
statement including, but not limited to: the
risk that the Proposed Transactions do not occur; negative effects from the pendency of the Proposed Transactions; the ability to realize expected cost savings and benefits from the Proposed Transactions; the timing to consummate the Proposed
Transactions; whether the Sponsored Vehicles or Enbridge will produce sufficient cash flows to provide the level of cash distributions they expect with respect to their respective units or shares; outcomes of litigation and regulatory
investigations, proceedings or inquiries; operating performance of Enbridge and its Sponsored Vehicles; regulatory
parameters regarding Enbridge and its Sponsored Vehicles; other Enbridge dispositions; project approval and support; renewals of rights of way; weather, economic and competitive conditions;
public opinion; changes in tax laws and tax rates; changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply of and demand for commodities; and any other risks and uncertainties discussed herein or
in Enbridges or its Sponsored Vehicles other filings with Canadian and United States securities regulators. All forward-looking statements in this communication are made as of the date hereof and, except to the extent required by
applicable law, neither Enbridge nor any of the Sponsored Vehicles assume any obligation to publicly update or revise any
statements made in this communication or otherwise, whether as a result
of new information, future events or otherwise. All subsequent
statements, whether written or oral, attributable to Enbridge, its Sponsored Vehicles or persons acting on their behalf, are
expressly qualified in their entirety by these cautionary statements. The factors described above, as well as additional factors that could affect Enbridges or any of its Sponsored Vehicles respective
statements, are described under the headings Risk Factors and Cautionary Statement Regarding
Enbridges Annual Report on Form
for the fiscal year ended December 31, 2017, which was filed with the U.S. Securities and Exchange Commission (SEC) and Canadian securities
regulators on February 16, 2018, each of EEPs, EEQs and SEPs Annual Report on Form
for the fiscal year ended December 31, 2017, which were filed with the SEC on
February 16, 2018, ENFs Managements Discussion and Analysis for the year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018, and in Enbridges and its Sponsored
Vehicles respective other filings made with the SEC and Canadian securities regulators, which are available via the SECs website at http://www.sec.gov and at http://www.sedar.com, as applicable.
Additional Information about Enbridge and the Proposed Transactions and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any proxies or approval. The
Proposed Transactions will be submitted to the shareholders of EEQ or ENF or unitholders of EEP or SEP, as applicable, for their consideration. Enbridge will file with the SEC proxy statements of EEQ and EEP, respectively, and a consent statement of
SEP, each of which will also constitute a prospectus of Enbridge. Enbridge and its Sponsored Vehicles also plan to file other documents with the SEC and Canadian securities regulators regarding the Proposed Transactions. INVESTORS AND SECURITY
HOLDERS OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED TO READ THE APPLICABLE REGISTRATION STATEMENT, PROXY OR CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC OR CANADIAN SECURITIES
REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors, shareholders and unitholders will be able to obtain free copies of such
documents containing important information about Enbridge and its Sponsored Vehicles once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov or with Canadian securities regulators through the SEDAR
website at http://www.sedar.com, as applicable. Copies can also be obtained, without charge, by directing a request to Enbridge Inc., 200, 425 1st Street S.W., Calgary, Alberta, Canada T2P 3L8, Attention: Investor Relations.
Participants in the Solicitations
Enbridge, each of its
Sponsored Vehicles, and certain of their respective directors and executive officers, may be deemed participants in the solicitation of consents or proxies from the holders of equity securities of the Sponsored Vehicles in connection with the
Proposed Transactions. Information about the directors and executive officers of Enbridge is set forth in its definitive proxy statement filed with the SEC on April 5, 2018. Information about the directors and executive officers of EEP, EEQ and
SEP is set forth in EEPs, EEQs and SEPs Annual Report on Form
for the fiscal year ended December 31, 2017,
respectively, each of which was filed with the SEC on February 16, 2018. Information about the directors and executive officers of ENF is set forth in ENFs Annual Information Form for
the fiscal year ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018. Each of these documents can be obtained free of charge from the sources indicated above. Other information regarding the
participants in any consent or proxy solicitation with respect to the Proposed Transactions and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the relevant materials to be filed by
Enbridge and the Sponsored Vehicles with the SEC when they become available.