Extract from Brookfield press release of September 4“
Subsequent acquisition transaction Immediately following the expiry of the offer, Brookfield Infrastructure and Inter Pipeline entered into an arrangement agreement, providing for a court-approved, statutory plan of arrangement under the Business Corporations Act (Alberta).
The arrangement constitutes the subsequent acquisition transaction contemplated in the offer, by which Brookfield Infrastructure will acquire ownership of 100 per cent of the Inter Pipeline common shares.
Under the terms of the arrangement, holders of Inter Pipeline common shares, other than Brookfield Infrastructure, will be entitled to elect to receive the same per-share consideration as set forth in the offer, namely one of the following:
- $20 in cash per Inter Pipeline common share;
- 0.250 of a BIPC share;
- Any combination thereof.
The entitlement of holders of Inter Pipeline common shares to receive BIPC shares or exchangeable LP units will be subject to proration as described in the arrangement.
As: (i) Brookfield Infrastructure exercises control and direction over greater than 66-2/3rds per cent of the outstanding Inter Pipeline common shares; and (ii) the Inter Pipeline common shares taken up under the offer represent more than a majority of the votes attached to the Inter Pipeline common shares and may be voted in respect of any required minority approvals, Brookfield Infrastructure is in a position to ensure the successful outcome of the shareholder votes in respect of the subsequent acquisition transaction.
Additional information regarding the terms of the arrangement agreement, the arrangement and the background of the transaction will be provided in the management information circular for the special meeting of Inter Pipeline shareholders to be held to consider the arrangement. It is anticipated that the circular will be mailed to Inter Pipeline shareholders in early October, with the Inter Pipeline special meeting, and closing of the subsequent acquisition transaction, occurring in late October.
Copies of both the arrangement agreement and the circular will be made available on SEDAR under Inter Pipeline's profile.
Following completion of the subsequent acquisition transaction, Brookfield Infrastructure will seek to delist the Inter Pipeline common shares from trading on the Toronto Stock Exchange."