Special Meetings of KML Voting Shareholders
and Preferred Shareholders to Approve Transaction Scheduled for
December 10
CALGARY, Nov. 14, 2019 /CNW/ - Kinder Morgan
Canada Limited (TSX: KML) announces the mailing this week of its
information circular and proxy statement, together with the letters
of transmittal and related proxy materials, to holders of KML
restricted voting shares and special voting shares (together,
Voting Shareholders) and holders of KML preferred shares (Preferred
Shareholders) in connection with the special meeting of Voting
Shareholders (the Voting Shareholders' Meeting) and the special
meeting of Preferred Shareholders (the Preferred Shareholders'
Meeting) to approve the proposed acquisition of KML's outstanding
common equity by Pembina Pipeline Corporation (TSX: PPL; NYSE: PBA)
(Pembina) by way of a statutory arrangement under the Business
Corporations Act (Alberta)
(Arrangement). The mailing of the meeting materials was made in
accordance with the terms of an interim order of the Court of
Queen's Bench of Alberta obtained
on November 4, 2019. The Voting
Shareholders' Meeting and the Preferred Shareholders' Meeting will
be held on December 10, 2019 at the
Grand Ballroom of the Metropolitan Conference Centre, 333—4th
Avenue S.W., Calgary, Alberta at
9:00 a.m. and 10:00 a.m. (Calgary time), respectively. Copies of the
proxy statement, letters of transmittal and forms of proxy have
been filed on the SEC's EDGAR system at www.sec.gov and under KML's
profile on SEDAR at www.sedar.com and posted on KML's website at
kindermorgancanadalimited.com.
The proxy statement contains important information regarding the
Arrangement, how shareholders can vote at the applicable meeting
and the background that led to the Arrangement, including the
reasons that led the board of directors of KML to unanimously
determine that the Arrangement is fair to shareholders and is in
the best interests of KML and to recommend that Voting Shareholders
and Preferred Shareholders vote in favour of the Arrangement at the
Voting Shareholders' Meeting and the Preferred Shareholders'
Meeting, respectively.
Voting Shareholders and Preferred Shareholders of record at the
close of business on October 23, 2019
will be entitled to vote at the applicable meeting in accordance
with the voting rights corresponding to their shares.
At each of the Voting Shareholders' Meeting and the Preferred
Shareholders' Meeting, Voting Shareholders and Preferred
Shareholders, as applicable, will be asked to vote on a special
resolution to approve the Arrangement pursuant to the arrangement
agreement entered into between KML and Pembina effective as of
August 20, 2019, as amended and
restated effective as of September 10,
2019. A copy of the arrangement agreement has been filed on
the SEC's EDGAR system at www.sec.gov and under KML's profile on
SEDAR at www.sedar.com and posted on KML's website at
kindermorgancanadalimited.com
KML has retained Kingsdale Advisors to act as proxy solicitation
agent and to answer information requests from shareholders.
Kingsdale Advisors can assist shareholders with voting their shares
and may be contacted toll-free at 1-866-581-0506 or by collect call
outside of North America at
416-867-2272 or by email at contactus@kingsdaleadvisors.com.
About Kinder Morgan Canada Limited (TSX: KML). KML
manages and is the holder of an approximately 30 percent minority
interest in a portfolio of strategic energy infrastructure assets
across western Canada. Kinder
Morgan, Inc. (NYSE: KMI) holds an approximately 70 percent
majority voting interest in KML and a corresponding 70 percent
economic interest in KML's business and assets. KML focuses
on stable, fee-based energy transportation and storage assets that
are central to the energy infrastructure of Western Canada. We
strive to promote shareholder value by increasing utilization of
our existing assets while controlling costs and operating in a safe
and environmentally responsible way. For more information
visit kindermorgancanadalimited.com.
This news release includes "forward-looking information," and
"forward-looking statements" within the meaning of applicable
securities laws (forward-looking statements). Generally the
words "expects," "believes," "anticipates," "will," "shall," and
similar expressions identify forward-looking statements, which are
generally not historical in nature. Forward-looking
statements in this news release include statements, express or
implied, concerning, without limitation: the proposed Arrangement,
securityholder approvals of the Arrangement, including timing of
the Voting Shareholders' Meeting and Preferred Shareholders'
Meeting. Forward-looking statements are not guarantees of
performance. They involve significant risks, uncertainties and
assumptions. Any forward-looking statements provided in this news
release have been included for the purpose of providing information
relating to management's current expectations and plans for the
future, are based on a number of significant assumptions and may
not be appropriate, and should not be used, for any other purpose.
Future actions, conditions or events may differ materially from
those expressed in forward-looking statements. Many of the factors
that will determine the successful closing of the Arrangement are
beyond the ability of KML to control or predict. As noted above,
the forward-looking statements in this release are based on a
number of material assumptions, including among others those
discussed in this news release or inherent in the factors
highlighted below. Among other things, specific factors that could
cause actual results to differ from those indicated in the
forward-looking statements provided in this news release include,
without limitation: the ability of the parties to receive, in a
timely manner, the necessary regulatory, court, securityholder,
stock exchange and other third-party approvals; and the ability of
the parties to satisfy, in a timely manner, the other conditions to
closing of the transactions, including the concurrent closing of
the sale of the U.S.-regulated Cochin pipeline system by Kinder Morgan, Inc. to Pembina.
The foregoing list should not be construed to be exhaustive.
In addition to the foregoing, important additional information
respecting the material assumptions, expectations and risks
applicable to forward-looking statements included in this news
release are set out in KML's press release dated December 3, 2018 regarding financial expectations
for 2019 and KML's Annual Report on Form 10-K for the year-ended
December 31, 2018 (under the headings
"Risk Factors," "Information Regarding Forward-Looking Statements,"
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and elsewhere) and KML's subsequent reports,
which are available through the SEC's EDGAR system at www.sec.gov,
under KML's profile on SEDAR at www.sedar.com and on KML's website
at ir.kindermorgancanadalimited.com. Shareholders and
prospective investors are urged to review and carefully consider
such information prior to making any investment decision in respect
of their shares. The risk factors applicable to KML could
cause actual results to vary materially from those contained in any
forward-looking statements. KML disclaims any obligation, other
than as required by applicable law, to update the forward-looking
statements included in this release.
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. The Arrangement anticipates
that the offer and sale of Pembina shares will be exempt from
registration under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 3(a)(10) of the Securities
Act. Consequently, such shares will not be registered under the
Securities Act or any state securities laws in the U.S.
In connection with the Arrangement, KML filed a definitive
proxy statement with the SEC, which is publicly available (and
which was first mailed to KML shareholders on November 14, 2019), as well as other materials.
WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may
obtain a free copy of the proxy statement and other materials at
http://www.sec.gov, the SEC's website, or from KML's website
(www.kindermorgancanadalimited.com) under the tab, "Investor
Relations" and then under the heading "SEC Filings."
KML and KMI, and their respective directors and certain of
their executive officers, may be deemed, under SEC rules, to be
participants in the solicitation of proxies from KML's shareholders
with respect to the proposed transaction. Information regarding
KML's officers and directors is included in KML's definitive proxy
statement for its 2019 annual meeting filed with the SEC on
April 18, 2019. Information regarding
KMI's officers and directors is included in KMI's definitive proxy
statement for its 2019 annual meeting filed with the SEC on
March 29, 2019. More detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by securities holdings or
otherwise, is set forth in the proxy statement and other materials
filed with the SEC in connection with the proposed
transaction.
SOURCE Kinder Morgan Canada Limited