HOUSTON, Dec. 17, 2018 /PRNewswire/ - Enbridge Energy Partners,
L.P. (NYSE: EEP) (EEP or the Partnership) and Enbridge Energy Management, L.L.C. (NYSE: EEQ) (EEQ) today announced that EEP
unitholders and EEQ shareholders, at special meetings held earlier today, respectively approved the previously announced separate
merger agreements with respect to the merger (the EEP Merger) of EEP with a wholly owned subsidiary of Enbridge Inc. (TSX:ENB)
(NYSE: ENB) (Enbridge), and the merger (the EEQ Merger) of EEQ with a wholly owned subsidiary of Enbridge, respectively.
Subject to customary closing conditions in the respective merger agreements, both the EEP Merger and the EEQ Merger are
expected to close on December 20, 2018.
Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2018, for the EEP
Merger, Enbridge (through a wholly owned subsidiary) will acquire all of the outstanding public Class A common units of EEP,
resulting in EEP becoming an indirect, wholly owned subsidiary of Enbridge. At the closing, each public Class A unit common of
EEP will be exchanged for 0.335 common shares of Enbridge.
Pursuant to the Agreement and Plan of Merger, dated as of September 17, 2018, for the EEQ
Merger, Enbridge (through a wholly owned subsidiary) will acquire all outstanding public Listed Shares of EEQ, resulting in EEQ
becoming a direct, wholly owned subsidiary of Enbridge. At the closing, each public Listed Share of EEQ will be exchanged for
0.335 common shares of Enbridge.
A final report of the voting results for the EEP Merger will be made available on an EEP Current Report on Form 8-K filed on
EDGAR at www.sec.gov., and a final report of the voting results
for the EEQ Merger will be made available on an EEQ Current Report on Form 8-K filed on EDGAR at www.sec.gov.
Forward Looking Statements
This news release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward looking statements are based on the beliefs and assumptions of
Enbridge, EEP, EEQ, Spectra Energy Partners, LP ("SEP"), and Enbridge Income Fund Holdings Inc. ("ENF" and, together with EEP,
EEQ and SEP, the "Sponsored Vehicles"). These forward-looking statements are identified by terms and phrases such as: anticipate,
believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast and similar
expressions and include, but are not limited to, statements regarding the expected closing, consummation, completion, timing and
benefits of the acquisitions of the Sponsored Vehicles (collectively, the "Proposed Transactions"), the expected synergies and
equity holder value to result from the combined companies, the expected levels of cash distributions or dividends by the
Sponsored Vehicles to their respective shareholders or unitholders, the expected levels of dividends by Enbridge to its
shareholders, the expected financial results of Enbridge and its Sponsored Vehicles and their respective affiliates, and the
future credit ratings, financial condition and business strategy of Enbridge, its Sponsored Vehicles and their respective
affiliates.
Although Enbridge and its Sponsored Vehicles believe these forward-looking statements are reasonable based on the
information available on the date such statements are made and processes used to prepare the information, such statements are not
guarantees of future performance and readers are cautioned against placing undue reliance on forward-looking statements. By their
nature, these statements involve a variety of assumptions, known and unknown risks and uncertainties and other factors, which may
cause actual results, levels of activity and achievements to differ materially from those expressed or implied by such
statements. Material assumptions include assumptions about the following: the expected supply of and demand for crude oil,
natural gas, natural gas liquids ("NGL") and renewable energy; prices of crude oil, natural gas, NGL and renewable energy;
exchange rates; inflation; interest rates; availability and price of labor and construction materials; operational reliability;
customer and regulatory approvals; maintenance of support and regulatory approvals for projects; anticipated in-service dates;
weather; the timing and closing of dispositions; the realization of anticipated benefits and synergies of the Proposed
Transactions; governmental legislation; acquisitions and the timing thereof; the success of integration plans; impact of capital
project execution on future cash flows; credit ratings; capital project funding; expected earnings; expected future cash flows;
and estimated future dividends. Assumptions regarding the expected supply of and demand for crude oil, natural gas, NGL and
renewable energy, and the prices of these commodities, are material to and underlie all forward-looking statements, as they may
impact current and future levels of demand for Enbridge's and its Sponsored Vehicles' services. Similarly, exchange rates,
inflation and interest rates impact the economies and business environments and may impact levels of demand for Enbridge's and
its Sponsored Vehicles' services and cost of inputs, and are therefore inherent in all forward looking statements. Due to the
interdependencies and correlation of these macroeconomic factors, the impact of any one assumption on a forward-looking statement
cannot be determined with certainty, particularly with respect to the impact of the Proposed Transactions, expected earnings and
cash flow or estimated future dividends.
Forward looking statements involve risks and uncertainties that may cause actual results to be materially different from
the results predicted. There are a number of important factors that could cause actual results to differ materially from those
indicated in any forward looking statement including, but not limited to: the risk that the Proposed Transactions do not occur;
negative effects from the pendency of the Proposed Transactions; the ability to realize expected cost savings and benefits from
the Proposed Transactions; the timing to consummate the Proposed Transactions; whether the Sponsored Vehicles or Enbridge will
produce sufficient cash flows to provide the level of cash distributions they expect with respect to their respective units or
shares; outcomes of litigation and regulatory investigations, proceedings or inquiries; operating performance of Enbridge and its
Sponsored Vehicles; regulatory parameters regarding Enbridge and its Sponsored Vehicles; other Enbridge dispositions; project
approval and support; renewals of rights of way; weather, economic and competitive conditions; public opinion; changes in tax
laws and tax rates; changes in trade agreements, exchange rates, interest rates, commodity prices, political decisions and supply
of and demand for commodities; and any other risks and uncertainties discussed herein or in Enbridge's or its Sponsored Vehicles'
other filings with Canadian and United States securities regulators. All forward-looking
statements in this communication are made as of the date hereof and, except to the extent required by applicable law, neither
Enbridge nor any of the Sponsored Vehicles assume any obligation to publicly update or revise any forward looking statements made
in this communication or otherwise, whether as a result of new information, future events or otherwise. All subsequent forward
looking statements, whether written or oral, attributable to Enbridge, its Sponsored Vehicles or persons acting on their behalf,
are expressly qualified in their entirety by these cautionary statements. The factors described above, as well as additional
factors that could affect Enbridge's or any of its Sponsored Vehicles' respective forward looking statements, are described under
the headings "Risk Factors" and "Cautionary Statement Regarding Forward Looking Information" in Enbridge's Annual Report on Form
10-K for the fiscal year ended December 31, 2017, which was filed with the U.S. Securities and
Exchange Commission ("SEC") and Canadian securities regulators on February 16, 2018, each of EEP's,
EEQ's and SEP's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which were
filed with the SEC on February 16, 2018, ENF's Management's Discussion and Analysis for the year
ended December 31, 2017, which was filed with Canadian securities regulators on February 16, 2018, and in Enbridge's and its Sponsored Vehicles' respective other filings made with the SEC and
Canadian securities regulators, which are available via the SEC's website at http://www.sec.gov and at http://www.sedar.com, as
applicable.
Additional Information about Enbridge and the Proposed Transactions and Where to Find It
This communication may be deemed solicitation material in respect of the Proposed Transactions. The registration
statements of Enbridge in respect of the EEP, EEQ and SEP transactions were declared effective on November
9, 2018 and definitive proxy statements/consent statements, along with the applicable written consents or forms of proxy,
of EEP, EEQ and SEP were filed with the SEC on November 9, 2018 and mailed to the respective
security holders of EEP, EEQ and SEP on or about November 13, 2018. INVESTORS AND SECURITY HOLDERS
OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED TO READ THE APPLICABLE REGISTRATION STATEMENT, DEFINITIVE PROXY OR CONSENT
SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC OR CANADIAN SECURITIES
REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTIONS. Investors, shareholders and unitholders can obtain free copies of such documents containing important information
about Enbridge and its Sponsored Vehicles, through the website maintained by the SEC at http://www.sec.gov or with Canadian securities regulators through the SEDAR website at http://www.sedar.com, as applicable. Copies can also be obtained, without charge, by
directing a request to Enbridge Inc., 200, 425 – 1st Street S.W., Calgary, Alberta, Canada T2P
3L8, Attention: Investor Relations.
Participants in the Solicitations
Enbridge, each of its Sponsored Vehicles, and certain of their respective directors and executive officers, may be
deemed participants in the solicitation of consents or proxies from the holders of equity securities of the Sponsored Vehicles in
connection with the Proposed Transactions. Information about the directors and executive officers of Enbridge is set forth in its
definitive proxy statement filed with the SEC on April 5, 2018. Information about the directors and
executive officers of EEP, EEQ and SEP is set forth in EEP's, EEQ's and SEP's Annual Report on Form 10-K for the fiscal year
ended December 31, 2017, respectively, each of which was filed with the SEC on February 16, 2018. Information about the directors and executive officers of ENF is set forth in ENF's Annual
Information Form for the fiscal year ended December 31, 2017, which was filed with Canadian
securities regulators on February 16, 2018. Each of these documents can be obtained free of charge
from the sources indicated above. Other information regarding the participants in any consent or proxy solicitation with respect
to the Proposed Transactions and a description of their direct and indirect interests, by security holdings or otherwise, are
contained in the relevant definitive proxy or consent statement/prospectus filed by Enbridge/EEP/EEQ and SEP with the SEC on
November 9, 2018.
About Enbridge Energy Partners, L.P.
Enbridge Energy Partners, L.P. owns and operates a diversified portfolio of crude oil transportation systems in
the United States. Its principal crude oil system is the largest pipeline transporter of growing
oil production from western Canada and the North Dakota Bakken formation. The system's
deliveries to refining centers and connected carriers in the United States account for
approximately 25 percent of total U.S. oil imports. Enbridge Energy Partners, L.P. is traded on the New York Stock Exchange under
the symbol EEP; information about the partnership is available on its website at www.enbridgepartners.com.
About Enbridge Energy Management, L.L.C.
Enbridge Energy Management, L.L.C. manages the business and affairs of the Partnership, and its sole asset is an
approximate 21 percent limited partner interest in the Partnership. Enbridge Energy Company, Inc., an indirect wholly owned
subsidiary of Enbridge Inc. of Calgary, Alberta, Canada (NYSE: ENB) (TSX: ENB) is the general
partner of the Partnership and holds an approximate 35 percent interest in the Partnership. Enbridge Management is the delegate
of the general partner of the Partnership.
FOR FURTHER INFORMATION PLEASE CONTACT:
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SOURCE Enbridge Energy Partners, L.P.