CALGARY, AB, July 5, 2021 /PRNewswire/ - Pembina Pipeline
Corporation ("Pembina") (TSX: PPL) (NYSE: PBA) today announced that
it has filed a joint information circular (the "Joint Circular")
and related materials for its special virtual-only meeting of
shareholders to be held on July 29,
2021 (the "Special Meeting") in connection with the proposed
strategic combination with Inter Pipeline Ltd. ("Inter Pipeline")
(TSX: IPL), which has been unanimously recommended by the Boards of
Directors of both companies.
The Transaction
On May 31, 2021, Pembina and Inter
Pipeline entered into an agreement (the "Strategic Combination") to
create one of the largest and best positioned energy infrastructure
companies in Canada. Together the
companies' diversified and integrated asset base can support and
grow an extensive value chain for natural gas, natural gas liquids
and crude oil, from wellhead to end user, that far exceeds anything
either company can do separately.
Under the Strategic Combination, Inter Pipeline shareholders
will receive 0.5 of a common share of Pembina for each common share
of Inter Pipeline. This represents immediate value of $20.06 per share based on the closing price of
Pembina's common shares on June 25,
2021, as detailed in the Joint Circular.
Once completed, the highly complementary asset base is expected
to lead to opportunities for significant expansion, customer
benefits, material efficiencies and ultimately enhanced value for
the combined companies' shareholders. With Pembina and Inter
Pipeline shareholders expected to own 72% and 28%, respectively, of
the combined company, the significant benefits of the Strategic
Combination outlined below will accrue to the shareholders of both
companies.
Mick Dilger, Pembina's President
and Chief Executive Officer, said, "This is a singular moment and
opportunity for Pembina and Inter Pipeline. Our combined companies'
impressive portfolio of growth opportunities will allow us to
continue to build on our joint position as one of the largest
energy infrastructure companies in Canada and a foundation for the economy of
Western Canada. Together, we have
a choice to create a stronger entity capable of proudly delivering
the energy that the world needs, where it needs it, while
simultaneously creating a better future for all Canadians through
job creation, environmental stewardship, and respectful,
mutually-beneficial relationships with local and Indigenous
communities. On behalf of myself and our Board, I urge Pembina
shareholders to support this transformative combination by voting
yes at the Special Meeting."
Significant benefits of Pembina's Strategic Combination with
Inter Pipeline include:
- Premium valuation for Inter Pipeline shares surfaced through a
comprehensive strategic review process overseen by a special
committee of the independent directors of Inter Pipeline
- Planned 4.8% increase to Pembina's common share dividend upon
closing, with an additional equivalent planned increase upon
Heartland Petrochemical Complex going into service in 2022
- Immediate 175% dividend increase for Inter Pipeline
shareholders
- Tax-free rollover expected for taxable Canadian Inter Pipeline
shareholders More than $7 billion of
potential growth opportunities and related job creation
including:
-
- Newly announced partnerships with First Nations to develop
Cedar LNG and to pursue ownership of Trans Mountain Pipeline
and Expansion
- Partnering with TC Energy to jointly develop the Alberta
Carbon Grid, a world-scale carbon transportation and sequestration
system
- Meaningful business synergies
- Ownership of a large-cap, highly liquid security
- Participation in upside of Heartland Petrochemical Complex
- High degree of regulatory and closing certainty
- Strong and aligned environmental, social and governance
priorities
Pembina Special Shareholder Meeting
Pembina shareholders of record as of June 28, 2021, are invited to attend the
virtual-only Special Meeting of shareholders
on Thursday July 29, 2021 at
1:00 p.m. (Calgary / Mountain Time) in a virtual-only
format that will be conducted via live audio webcast accessible at
https://web.lumiagm.com/496603006 and password "pembina2021" (case
sensitive).
At the Special Meeting, Pembina Shareholders will be asked to
consider and vote on an ordinary resolution approving the issuance
of the Pembina common shares pursuant to the Strategic Combination,
the full text of which is set forth in Appendix B of the Joint
Circular, which is available today on the Company's website
at www.pembina.com and on Pembina's SEDAR profile
at www.sedar.com and will be available on Pembina's EDGAR
profile at www.sec.gov tomorrow and is being mailed to all
persons required to receive a copy under applicable securities
laws.
Registered shareholders and duly appointed proxyholders,
including beneficial shareholders who have duly appointed
themselves as proxyholders, will be able to participate in the
meeting, including voting on business properly brought before the
meeting. Shareholders can vote by proxy in advance of the meeting
as in prior years and online during the meeting. Non-registered
shareholders who have not duly appointed themselves as proxyholders
may still participate in the meeting as guests. Guests will be able
to listen to the meeting but will not be able to vote.
Shareholders are encouraged to vote by proxy deadline in
advance of the July 29, 2021,
meeting. If approved, the Strategic Combination between
Pembina and Inter Pipeline is expected to close late in the third
quarter or early in the fourth quarter of 2021.
YOUR VOTE IS VERY IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
For more information, visit PembinaIPL.com. Shareholders with
questions or requiring assistance in considering the Strategic
Combination, or with the completion and delivery of their proxy,
should contact Pembina's proxy solicitation agent, Kingsdale
Advisors by telephone at 1-877-657-5859 (416-867-2272 for collect
calls outside North America) or by
email at contactus@kingsdaleadvisors.com.
About Pembina
Pembina is a leading transportation and midstream service
provider that has been serving North America's energy
industry for more than 65 years. Pembina owns an integrated system
of pipelines that transport various hydrocarbon liquids and natural
gas products produced primarily in western Canada. Pembina
also owns gas gathering and processing facilities; an oil and
natural gas liquids infrastructure and logistics business; and is
growing an export terminals business. Pembina's integrated assets
and commercial operations along the majority of the hydrocarbon
value chain allow it to offer a full spectrum of midstream and
marketing services to the energy sector. Pembina is committed to
identifying additional opportunities to connect hydrocarbon
production to new demand locations through the development of
infrastructure that would extend Pembina's service offering even
further along the hydrocarbon value chain. These new developments
will contribute to ensuring that hydrocarbons produced in the
Western Canadian Sedimentary Basin and the other basins where
Pembina operates can reach the highest value markets throughout the
world.
Purpose of Pembina:
To be the leader in delivering integrated infrastructure
solutions connecting global markets:
- Customers choose us first for reliable and
value-added services;
- Investors receive sustainable industry-leading
total returns;
- Employees say we are the 'employer of choice' and
value our safe, respectful, collaborative and fair work culture;
and
- Communities welcome us and recognize the net
positive impact of our social and environmental commitment.
Pembina is structured into three Divisions: Pipelines Division,
Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on
the Toronto and New York stock exchanges under
the symbols PPL and PBA, respectively. For more information, visit
www.pembina.com.
Forward-Looking Statements and Information
This document contains certain forward-looking statements and
forward-looking information (collectively, "forward-looking
statements"), including forward-looking statements within the
meaning of the "safe harbor" provisions of applicable securities
legislation, that are based on Pembina's current expectations,
estimates, projections and assumptions in light of its experience
and its perception of historical trends. In some cases,
forward-looking statements can be identified by terminology such as
"expects", "will", "would", "anticipates", "planned", "estimates",
"develop", "intends", "potential", "continue", "could", "create",
and similar expressions suggesting future events or future
performance. Readers are cautioned that events or
circumstances could cause results to differ materially
from those predicted, forecasted or projected. The
forward-looking statements contained in this document speak only as
of the date of this document. For additional information on
these forward-looking statements, the key assumptions on which such
forward-looking statements are based and certain risks that may
result in actual future results differing from such forward-looking
statements, please refer to "Forward-Looking Statements and
Information" in the joint information circular of Pembina and Inter
Pipeline filed today, copies of which may be found on Pembina's
SEDAR profile at www.sedar.com and on the SEC's EDGAR website at
www.sec.gov. Pembina does not undertake any obligation
to publicly update or revise any forward-looking statements or
information contained herein, except as required by
applicable laws. The forward-looking statements contained
in this document are expressly qualified by this cautionary
statement.
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SOURCE Pembina Pipeline Corporation