TORONTO, Sept. 24, 2018 /CNW/ - Enercare Inc. ("Enercare")
(TSX: ECI) announces the voting results from its special meeting of shareholders (the "Meeting") held earlier today concerning
the acquisition of Enercare by Brookfield Infrastructure and its institutional partners. At the Meeting, shareholders were asked
to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving a plan of arrangement
under section 192 of the Canada Business Corporations Act whereby Cardinal Acquisitions Inc., together with a newly formed
Ontario limited partnership, will acquire all of the issued and outstanding common shares of
Enercare for C$29.00 per common share, without interest, or, in the case of a shareholder resident
in Canada who is not exempt from tax under the Income Tax Act (Canada) and who has elected to receive Exchangeable LP Units, 0.5509 of an Exchangeable LP Unit for each
common share, subject to proration based on the maximum unit consideration, with the balance of the consideration being paid in
cash (the "Transaction"). The total value of the Transaction is valued at approximately $4.3
billion including debt.
![Enercare Inc. (CNW Group/Enercare Inc.) Enercare Inc. (CNW Group/Enercare Inc.)](https://mma.prnewswire.com/media/748810/Enercare_Inc__Enercare_Shareholders_Approve_Plan_of_Arrangement.jpg)
A total of 69,762,442 of Enercare's common shares (representing approximately 64.91% of the issued and outstanding common
shares as of the record date for the Meeting) were represented in person or by proxy at the Meeting. Shareholders
overwhelmingly approved the Arrangement Resolution with approximately 99.89% of the votes cast in its favour (99.89% excluding
the votes cast by shareholders that were required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101")).
The Arrangement Resolution required the approval of (i) not less than two-thirds (66 ?%) of the votes cast by the shareholders
present in person or by proxy at the Meeting; and (ii) a simple majority of the votes cast by the shareholders present in person
or by proxy at the Meeting and entitled to vote thereat, excluding the votes cast by such shareholders that are required to be
excluded pursuant to MI 61-101.
Enercare intends to apply for a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the
Transaction on October 1, 2018. Closing of the Transaction remains subject to other customary
closing conditions, including the aforementioned Court order and approval under the Competition Act (Canada). Assuming the satisfaction of these closing conditions, the Transaction is expected to be
completed in the last quarter of 2018.
About Enercare Inc.
Enercare is headquartered in Markham, Ontario, Canada and is publicly traded on the Toronto
Stock Exchange (TSX: ECI). As one of North America's largest home and commercial services and
energy solutions companies with approximately 5,100 employees under its Enercare and Service Experts brands, Enercare is a
leading provider of water heaters, water treatment, furnaces, air conditioners and other HVAC rental products, plumbing services,
protection plans and related services. With operations in Canada and the United States, Enercare serves approximately 1.6 million customers annually. Enercare is also the
largest non-utility sub-meter provider, with electricity, water, thermal and gas metering contracts for condominium and apartment
suites in Canada and through its Triacta brand, a premier designer and manufacturer of advanced
sub-meters and sub-metering solutions.
For more information on Enercare visit enercare.ca. Additional information regarding Enercare is available through our
investor relations website at corporate.enercare.ca or
on SEDAR at www.sedar.com. Subscribe to our email alerts at
corporate.enercare.ca/email-alerts to
receive our news releases electronically.
Cautionary Note Regarding Forward-looking Statements
This news release contains certain forward-looking statements within the meaning of applicable Canadian securities laws and
within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act
of 1934, as amended and "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995 ("forward
looking statements" or "forward-looking information") that involve various risks and uncertainties. Statements other than
statements of historical fact contained in this news release may be forward looking statements, including, without limitation,
management's expectations, intentions and beliefs concerning anticipated future events, results, circumstances, economic
performance or expectations with respect to Enercare and/or Brookfield Infrastructure, including, as applicable, Enercare's or
Brookfield Infrastructure's business operations, business strategy and financial condition. When used herein, the words
"anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "goal", "intends", "may", "might", "outlook",
"plans", "projects", "schedule", "should", "strive", "target", "will", "would" and similar expressions are often intended to
identify forward-looking information, although not all forward-looking information contains these identifying words. These
forward-looking statements may reflect the internal projections, expectations, future growth, results of operations, performance,
business prospects and opportunities of Enercare or Brookfield Infrastructure, as applicable, and are based on information
currently available to Enercare and/or Brookfield Infrastructure, as applicable, and/or assumptions that Enercare and/or
Brookfield Infrastructure, as applicable, believes are reasonable. Many factors could cause actual results to differ materially
from the results and developments discussed in the forward-looking information, including the inability to complete the
transaction referred to in this news release, including as a result of failure to receive the approvals referenced
herein.
SOURCE Enercare Inc.
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