CALGARY, AB, July 26, 2021 /CNW/ - Inter Pipeline Ltd. ("Inter Pipeline" or the "Company") (TSX: IPL) today announced that it has advised Pembina Pipeline Corporation ("Pembina") that Inter Pipeline's Board of Directors will not be reconfirming its recommendation that shareholders of the Company vote in favour of the Pembina Arrangement (as defined below). As a result, Pembina has terminated the Arrangement Agreement (as defined below) effective July 25, 2021 and Inter Pipeline has agreed to pay Pembina the termination fee of $350 million.
On May 31, 2021, Inter Pipeline entered into an agreement (the "Arrangement Agreement") to pursue a business combination with Pembina, whereby Pembina agreed to acquire all the issued and outstanding Inter Pipeline common shares pursuant to a plan of arrangement (the "Pembina Arrangement"). Inter Pipeline shareholders would have received 0.5 of a common share of Pembina for each Inter Pipeline common share they own under the Pembina Arrangement.
On July 19, 2021, an affiliate of Brookfield Infrastructure Partners L.P. ("Brookfield") made a revised offer with consideration, at the election of Inter Pipeline shareholders, of either (i) $20.00 in cash or (ii) 0.25 of a Brookfield Infrastructure Corporation class A exchangeable subordinate voting share ("BIPC Share") for each Inter Pipeline share, subject to proration in the case of the BIPC Shares (the "Revised Brookfield Offer").
Inter Pipeline's Board of Directors is open to engaging with Brookfield in an effort to reach a mutually agreeable transaction in the best interests of shareholders. Inter Pipeline will be in a position to make a formal recommendation on the Revised Brookfield Offer in due course.
Annual Meeting of Inter Pipeline Shareholders
The virtual-only 2021 annual meeting of shareholders of the Company will continue to be held on July 29, 2021 at 10:00 a.m. (MT) (the "Meeting") to consider and vote on the matters set forth in the notice of the Meeting dated June 29, except approval of the Pembina Arrangement which will be withdrawn. The proxy submission deadline for the Meeting is 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.
Financial and Legal Advisors
Inter Pipeline has retained TD Securities Inc. and the Special Committee has retained J.P. Morgan Securities Canada Inc. as financial advisors. Burnet, Duckworth & Palmer LLP and Dentons Canada LLP are acting as legal advisors to Inter Pipeline and its Board of Directors.
Shareholder Questions
If you have questions 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.
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
Email: investorrelations@interpipeline.com
Tel: 403-290-6015 or 1-866-716-7473
Media Relations:
Breanne Oliver
Corporate Spokesperson
Email: mediarelations@interpipeline.com
Tel: 587-475-1118 or 1-866-716-7473