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UPDATE 2-Alberta regulator clears Inter Pipeline in defense tactics against Brookfield

07/12/21 - 07:11 PM ET - Reuters

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By Nia Williams

CALGARY, Alberta, July 12 (Reuters) - Canada’s Inter Pipeline Ltd did not engage in any improper defensive tactics to fend off a hostile takeover bid from Brookfield Infrastructure Partners, the Alberta Securities Commission (ASC) ruled on Monday.

Brookfield launched an unsolicited bid for Inter in February, and last month revised its C$8.48 billion ($6.81 billion) buyout offer to include an all-cash option.

Calgary-based Inter modified its shareholder rights plan in response and launched a strategic review looking for other suitors, which culminated in rival bidder Pembina Pipeline Corp making a competing C$8.3 billion all-stock proposal. Inter’s board recommended that deal, which included a C$350 million break fee to shareholders.

Brookfield, whose offer expires on Tuesday, filed a complaint last month with the ASC alleging Inter’s tactics favoured Pembina but the regulator rejected the case.

"We were not satisfied that Inter Pipeline engaged in any improper defensive tactics," regulator Kari Horn said in Monday’s oral ruling, released after the market closed.

The ASC did however criticise Brookfield for its use of securities known as total return swaps.

Inter and Pembina filed a complaint to the ASC that Brookfield had used securities to make it appear the infrastructure firm held a nearly 20% share in Inter, which deterred other parties from making competing offers.

Brookfield owns a 9.75% stake in Inter’s common shares, and has another 9.9% interest through total return swaps.

"We find Brookfield’s use and disclosures relating to total return swaps clearly abusive to Inter Pipeline shareholders and capital markets," Horn said, although she added the ASC had limited authority to address the issue.

Inter Pipeline shares closed up 0.6% on the Toronto Stock Exchange at C$20.23. (Reporting by Nia Williams; Editing by Peter Cooney and Chris Reese)