CALGARY, AB, July 16, 2021 /PRNewswire/ -- Pembina Pipeline
Corporation ("Pembina") (TSX: PPL) (NYSE: PBA) today confirmed that
it does not intend to increase or otherwise change the
consideration of 0.50 common shares of Pembina offered under its
proposed acquisition of all of the common shares of Inter Pipeline
Ltd. ("Inter Pipeline") (TSX: IPL) pursuant to the arrangement
agreement signed by the parties, and unanimously recommended by the
board of directors of Inter Pipeline (the "Strategic
Combination").
Pembina believes that its Strategic Combination with Inter
Pipeline is extremely compelling from an immediate and long-term
value perspective and believes shareholders should vote in favour
of the transaction.
Voting FOR the Pembina Inter Pipeline
Transaction
Shareholders are encouraged to vote FOR the Strategic
Combination in advance of the proxy voting deadlines of
10:00 AM Mountain Time (Inter
Pipeline shareholders) and 1:00 PM Mountain
Time (Pembina shareholders) on July
27, 2021 for the July 29, 2021
meetings of each of the respective shareholders. 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 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 intentions,
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 "intends", "expects", "will", "would", "anticipates",
"plans", "estimates", "develop", "potential", "continue", "could",
"create", and similar expressions suggesting future events or
future performance.
In particular, this document contains forward-looking
statements pertaining to, without limitation, the following: the
Strategic Combination, including any changes to the consideration
payable by Pembina thereunder, and the anticipated benefits and
value thereof to IPL's shareholders. These forward-looking
statements are based on certain assumptions that Pembina has made
in respect thereof as at the date of this news release regarding,
among other things: that the contents and timing of the filing of a
notice of variation of the bid by Brookfield Infrastructure and its
affiliates ("Brookfield") for
Inter Pipeline will be consistent with previously-disclosed terms;
the ability of Pembina and IPL to satisfy the conditions to closing
of the Strategic Combination in a timely manner and on acceptable
terms; potential future events that could impact or change
Pembina's determinations described herein; that favorable
circumstances continue to exist in respect of current operations
and current and future growth projects; the availability of capital
to fund future capital requirements relating to existing assets and
projects; that the combined entities' future results of operations
will be consistent with past performance and management
expectations in relation thereto; prevailing regulatory, tax and
environmental laws and regulations; and that all required
regulatory and environmental approvals can be obtained on the
necessary terms in a timely manner.
Although Pembina believes the expectations and material
factors and assumptions reflected in these forward-looking
statements are reasonable as of the date hereof, there can be no
assurance that these expectations, factors and assumptions will
prove to be correct. These forward-looking statements are not
guarantees of future performance or events and are subject to a
number of known and unknown risks and uncertainties including, but
not limited to: changes in the value or form of the consideration
offered by Pembina and Brookfield
under the potential transactions involving Inter Pipeline; the
ability of the parties to receive, in a timely manner, the
necessary regulatory, court, securityholder, stock exchange and
other third-party approvals, including, but not limited to, the
receipt of applicable competition approvals; the ability of the
parties to satisfy, in a timely manner, the other conditions to the
closing of the Strategic Combination; the failure to realize the
anticipated benefits or synergies of the Strategic Combination
following closing due to integration issues or otherwise and
expectations and assumptions concerning, among other things:
customer demand for the combined company's services; planned
synergies, capital efficiencies and cost-savings; applicable tax
laws; material cost-overruns in respect of the Heartland
Petrochemical Complex or a material delay to the expected
in-service date thereof; reliance on key relationships and
agreements; the strength and operations of the oil and natural gas
production industry and related commodity prices; actions by
governmental or regulatory authorities, including changes in tax
laws and treatment, changes in the regulation of competition in
Canada and elsewhere; fluctuations
in operating results; adverse general economic and market
conditions in Canada, North America and worldwide; and certain other
risks detailed from time to time in Pembina's public disclosure
documents available at www.sedar.com, www.sec.gov and through
Pembina's website at www.pembina.com and in Inter Pipeline's public
disclosure documents available at www.sedar.com and through Inter
Pipeline's website at www.interpipeline.com. In addition, the
closing of the Strategic Combination may not be completed, or may
be delayed if the parties' respective conditions to the closing of
the Strategic Combination, including the timely receipt of all
necessary regulatory approvals, are not satisfied on the
anticipated timelines or at all. Accordingly, there is a risk that
the Strategic Combination will not be completed within the
anticipated time, on the terms currently proposed or at
all.
This list of risk factors should not be construed as
exhaustive. 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.
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.
Investor Relations: Cameron
Goldade, Vice President, Capital Markets, (403) 231-3156,
1-855-880-7404, e-mail: investor-relations@pembina.com,
www.pembina.com; Media Relations: (403) 691-7601,
media@pembina.com