IPL version CALGARY, AB, July 12, 2021 /CNW/ - Inter Pipeline Ltd. ("Inter Pipeline" or the "Company") (TSX: IPL) today commented on a favourable ruling by the Alberta Securities Commission (the "ASC") regarding the proposed strategic combination (the "Pembina Arrangement") of Inter Pipeline with Pembina Pipeline Corporation ("Pembina") and the unsolicited takeover bid for Inter Pipeline by an affiliate of Brookfield Infrastructure Partners L.P. ("Brookfield").
In response to applications from Inter Pipeline and Pembina regarding Brookfield's unprecedented use of total return swaps in connection with its unsolicited bid, the ASC stated in its oral decision: "We find Brookfield's use and disclosure relating to the total return swap was clearly abusive to the Inter Pipeline shareholders and the capital market, and as such contrary to the public interest." The ASC also noted that the disclosure in the Brookfield bid does not comply with securities requirements and that Brookfield's limited disclosure regarding the total return swap adversely affected Inter Pipeline's shareholders.
The ASC ordered Brookfield to enhance its disclosure regarding Brookfield's use of total return swaps and also raised the minimum tender condition for Brookfield's unsolicited bid to 55 percent from 50 percent of the shares tendered by shareholders other than Brookfield and persons acting jointly or in concert with it.
The ASC dismissed Brookfield's applications to cease-trade Inter Pipeline's supplemental shareholder rights plan and the Pembina Arrangement, deciding that the Inter Pipeline board of directors (the "Inter Pipeline Board") had not used improper defensive tactics.
Margaret McKenzie, Chair of the Inter Pipeline board of directors, stated: "With the ASC's favourable decision, our shareholders can proceed to VOTE FOR the Pembina Arrangement without the risk that Brookfield will be permitted to further increase its aggregate share and swap position to frustrate the ability of shareholders to choose. We remain firmly of the view that the Pembina Arrangement will create a compelling new Canadian-based business with a great future, and represents the best outcome for our shareholders."
The ASC conducted a hearing on July 9, 2021 into aspects of the Pembina Arrangement and Brookfield's unsolicited takeover bid.
Vote Yes For Pembina
Inter Pipeline reminds shareholders that the vote on the Pembina Arrangement is scheduled to be held at the Inter Pipeline shareholders' meeting on July 29, 2021. Shareholders will also be asked to vote on other matters, including the re-election of Inter Pipeline's board of directors.
The boards of directors of Inter Pipeline and Pembina have each unanimously approved the strategic combination of the two companies and continues to recommend that Inter Pipeline shareholders VOTE FOR the Pembina Arrangement. The combined business is expected to create significant growth, synergies and value-enhancement opportunities for shareholders, underpinned by a strong dividend.
Every vote is crucial to overcome Brookfield's ownership block.
The Inter Pipeline Board also unanimously recommends that shareholders REJECT the unsolicited takeover offer from Brookfield. To REJECT the Brookfield offer, simply take NO ACTION with respect to it.
As previously announced on June 1, 2021, Pembina will acquire all the issued and outstanding common shares of Inter Pipeline pursuant to the Pembina Arrangement. Inter Pipeline shareholders will receive 0.5 of a common share of Pembina for each Inter Pipeline common share that they own.
Inter Pipeline – Pembina Joint Information Circular
Shareholders are urged to read the Joint Information Circular on the Company's website at www.interpipeline.com and at www.sedar.com. The Circular has been mailed, together with the necessary voting forms, to all persons required to receive a copy under applicable securities laws.
The Joint Circular includes information on other matters, including nominees standing for election to the Inter Pipeline Board, and information for a special meeting of Pembina shareholders to vote for the issuance of new Pembina Shares in connection with the Pembina Arrangement.
The Joint Circular also includes a Letter to Shareholders summarizing the reasons why Inter Pipeline shareholders should APPROVE the strategic combination with Pembina and REJECT the Brookfield offer.
Inter Pipeline Shareholders are encouraged to vote as soon as possible and well in advance of the proxy submission deadline at 10:00 a.m. (MT) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the meeting.
If approved, the Pembina Arrangement is expected to close late in the third quarter or early in the fourth quarter of 2021.
Shareholder Questions and Assistance
If you have questions or require assistance in considering the Pembina Arrangement, or with the completion and delivery of your proxy, please contact Inter Pipeline's proxy solicitation agent, Kingsdale Advisors by telephone at 1-877-659-1820 (416-867-2272 for collect calls outside North America) or by email at contactus@kingsdaleadvisors.com.
If you have tendered your Inter Pipeline Shares to the unsolicited Brookfield offer in error and wish to withdraw, simply ask your broker or contact Kingsdale Advisors for assistance.
About Inter Pipeline Ltd.
Inter Pipeline is a major petroleum transportation and natural gas liquids processing business based in Calgary, Alberta, Canada. Inter Pipeline owns and operates energy infrastructure assets in Western Canada and is building the Heartland Petrochemical Complex — North America's first integrated propane dehydrogenation and polypropylene facility. Inter Pipeline is a member of the S&P/TSX 60 Index and its common shares trade on the Toronto Stock Exchange under the symbol IPL. www.interpipeline.com
Contact Information
Investor Relations:
Jeremy Roberge
Vice President, Finance and Investor Relations