HOUSTON, Dec. 10, 2018 /PRNewswire/ - Enbridge Energy
Partners, L.P. (NYSE: EEP) (EEP or the Partnership) and Enbridge
Energy Management, L.L.C. (NYSE: EEQ) (EEQ) will hold special
meetings (the Special Meetings) of EEP unitholders and EEQ
shareholders, respectively, on December 17,
2018, in Houston, Texas
with respect to the merger (the EEP Merger) of EEP with a wholly
owned subsidiary of Enbridge Inc. (TSX:ENB) (NYSE: ENB) (Enbridge),
and the merger (the EEQ Merger) of EEQ with a wholly owned
subsidiary of Enbridge.
The EEP Merger will be effected pursuant to the Agreement and
Plan of Merger dated as of September 17,
2018 (the EEP Merger Agreement) and will result in Enbridge
(through a wholly owned subsidiary) acquiring all of the
outstanding public Class A common units of EEP and EEP becoming an
indirect, wholly owned subsidiary of Enbridge. Pursuant to the EEP
Merger Agreement, at the closing each public Class A common unit of
EEP will be exchanged for 0.335 common shares of Enbridge. The EEQ
Merger will be effected pursuant to the Agreement and Plan of
Merger dated as of September 17, 2018
(the EEQ Merger Agreement) and will result in Enbridge (through a
wholly owned subsidiary) acquiring all of the outstanding public
Listed Shares of EEQ and EEQ becoming an indirect, wholly owned
subsidiary of Enbridge. Pursuant to the EEQ Merger Agreement, at
the closing each public Listed Share of EEQ will be exchanged for
0.335 common shares of Enbridge.
Special Meetings
When:
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Monday, December 17,
2018
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10:00 a.m. Central
Time (11:00 a.m. Eastern Time)
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|
|
Where:
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Hilton Houston Post
Oak by the Galleria
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2001 Post Oak
Boulevard
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Houston, Texas
77056
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At the Special Meetings, EEP unitholders will be asked to vote
on proposals to approve the EEP Merger Agreement and certain
related matters (the EEP Proposals), and EEQ shareholders will be
asked to vote on proposals to approve the EEQ Merger Agreement and
certain related matters (the EEQ Proposals). The Board of Directors
of the general partner of EEP and the Board of Directors of EEQ
(the delegate of the general partner of EEP) each recommends that
EEP unitholders vote in favor of the EEP Proposals, and the Special
Committee of the Board of Directors of EEQ recommends that EEP
unitholders vote in favor of approval of the EEP Merger Agreement.
In addition, each of Institutional Shareholder Services Inc. (ISS)
and Glass, Lewis & Co. (Glass Lewis) (each a leading
independent proxy advisory firm) has also recommended that EEP
unitholders vote in favor of the EEP Proposals.
The Board of Directors of EEQ recommends that EEQ shareholders
vote in favor of the EEQ Proposals and the Special Committee of the
Board of Directors of EEQ recommends that EEQ shareholders vote in
favor of approval of the EEQ Merger Agreement and certain other EEQ
Proposals. ISS has also recommended that EEQ shareholders vote in
favor of the EEQ Proposals. Each of ISS and Glass Lewis has also
recommended that EEQ shareholders vote in favor of the EEQ
Proposals.
EEP unitholders and EEQ shareholders of record as of the close
of business on November 5, 2018, will
be entitled to vote at the Special Meetings. The Partnership and
EEQ encourage their respective unitholders and shareholders to
return their proxy cards with respect to the EEP Proposals and the
EEQ Proposals as soon as possible but no later than 11:59 p.m. (Eastern Time) on Sunday, December 16,
2018, to ensure their votes are counted. Any EEP unitholder's or
EEQ shareholder's failure to vote its EEP units or EEQ shares will
have the same effect as a vote against the EEP Merger or the EEQ
Merger. For each of EEP and EEQ, copies of the notice of special
meeting, the proxy statement related to the respective EEP Merger
and EEQ Merger and related documents are available on EDGAR at
www.sec.gov.
EEP unitholders and EEQ shareholders who have questions or
require assistance in voting their respective proxies may direct
their inquiry to the proxy solicitation agent, D.F. King & Co.,
Inc., by calling toll free in North
America at (800) 549-6746 with respect to the EEP Merger or
(800) 207-3159 with respect to the EEQ Merger, or by email at
enbridge@dfking.com.
Live Audio Webcast
The Partnership and EEQ will host a
live audio webcast of the Special Meetings on December 17, 2018, at 10:00 a.m. CT (11:00 a.m.
ET). Analysts, members of the media and other interested
parties can access the call toll free at (877) 930-8043, or within
and outside North America at (253)
336-7522, using the access code of 5088993#.
A webcast replay will be available on the Partnership's website
approximately two hours after conclusion of the Special Meetings.
An MP3 and transcript will follow shortly thereafter. The replay
will be available for seven days after the call toll-free (855)
859-2056 or within and outside North
America at (404) 537-3406 (access code 5088993#).
FORWARD-LOOKING INFORMATION
This news release 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. Forward looking statements are based on the
beliefs and assumptions of Enbridge, EEP, 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 equity holder 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 in-service 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 Enbridge's 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
Enbridge's and its Sponsored Vehicles' services and cost of inputs,
and are therefore inherent in all forward looking 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.
Forward looking 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 forward looking 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 Enbridge's 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 forward looking statements made in this communication or
otherwise, whether as a result of new information, future events or
otherwise. All subsequent forward looking 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 Enbridge's
or any of its Sponsored Vehicles' respective forward looking
statements, are described under the headings "Risk Factors" and
"Cautionary Statement Regarding Forward Looking Information" in
Enbridge's Annual Report on Form 10-K 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 EEP's, EEQ's and SEP's Annual Report on
Form 10-K for the fiscal year ended December
31, 2017, which were filed with the SEC on February 16, 2018, ENF's Management's Discussion
and Analysis for the year ended December 31,
2017, which was filed with Canadian securities regulators on
February 16, 2018, and in Enbridge's
and its Sponsored Vehicles' respective other filings made with the
SEC and Canadian securities regulators, which are available via the
SEC's 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 may be
deemed solicitation material in respect of the Proposed
Transactions. The registration statements of Enbridge in respect of
the EEP, EEQ and SEP transactions were declared effective on
November 9, 2018 and definitive proxy
statements/consent statements, along with the applicable written
consents or forms of proxy, of EEP, EEQ and SEP were filed with the
SEC on November 9, 2018 and mailed to
the respective security holders of EEP, EEQ and SEP on or about
November 13, 2018. INVESTORS AND
SECURITY HOLDERS OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED
TO READ THE APPLICABLE REGISTRATION STATEMENT, DEFINITIVE PROXY OR
CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC OR CANADIAN
SECURITIES REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS. Investors, shareholders and unitholders can
obtain free copies of such documents containing important
information about Enbridge and its Sponsored Vehicles, 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 EEP's,
EEQ's and SEP's Annual Report on Form 10-K 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 ENF's
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, are
contained in the relevant definitive proxy or consent
statement/prospectus filed by Enbridge/EEP/EEQ and SEP with the SEC
on November 9, 2018.
About Enbridge Energy Partners, L.P.
Enbridge Energy
Partners, L.P. owns and operates a diversified portfolio of crude
oil transportation systems in the United
States. Its principal crude oil system is the largest
pipeline transporter of growing oil production from western
Canada and the North Dakota Bakken
formation. The system's deliveries to refining centers and
connected carriers in the United
States account for approximately 25 percent of total U.S.
oil imports. Enbridge Energy Partners, L.P. is traded on the New
York Stock Exchange under the symbol EEP; information about the
partnership is available on its website at
www.enbridgepartners.com.
About Enbridge Energy Management, L.L.C.
Enbridge
Energy Management, L.L.C. manages the business and affairs of the
Partnership, and its sole asset is an approximate 21 percent
limited partner interest in the Partnership. Enbridge Energy
Company, Inc., an indirect wholly owned subsidiary of Enbridge Inc.
of Calgary, Alberta, Canada (NYSE:
ENB) (TSX: ENB) is the general partner of the Partnership and holds
an approximate 35 percent interest in the Partnership. Enbridge
Management is the delegate of the general partner of the
Partnership.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media
Michael Barnes
Toll Free: (888) 992-0997
Email: media@enbridge.com
Investment Community
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
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SOURCE Enbridge Energy Partners, L.P.