Our application seeks, on behalf of all IPL shareholders, the elimination of the
The Enhanced Brookfield Proposal offers IPL shareholders a choice between
- Higher than the
$19.45 announced value of the transaction entered into with Pembina, - Clearly subject to significantly less conditionality,
- Highly actionable as evidenced by Brookfield Infrastructure’s immediate amendment of its offer to IPL shareholders, and
- Clearly superior in composition, with a significant cash component versus the all-share Pembina alternative.
1 Based on the TSX closing price of the BIPC Shares on
In its application, Brookfield Infrastructure is seeking either (i) an order restraining the payment of the Break Fee, or (ii) a cease trade order, in each case in respect of the proposed acquisition of IPL by Pembina pursuant to an arrangement agreement (the “Arrangement Agreement”) announced by IPL and Pembina on
- IPL and its special committee have engaged in conduct that is contrary to the public interest.
- In entering into the Arrangement Agreement, IPL agreed to the Break Fee, the quantum and payment triggers of which are both excessive and completely unwarranted in a circumstance where IPL’s special committee chose to accept the lower-priced and less certain proposal available to IPL shareholders at the time.
- As a result, IPL’s board has deprived IPL shareholders of potential additional consideration, because Brookfield Infrastructure would be forced to accept that a
C$350 million payment will be made to Pembina under the Arrangement Agreement before we are able to offer any additional consideration to IPL shareholders. - If we are successful in the application, Brookfield Infrastructure will increase its offer to IPL shareholders in an amount equal to the reduction of the Break Fee to the degree it is ultimately reduced or eliminated.
Additionally, Brookfield Infrastructure submits that the IPL Rights Plans have served whatever limited purpose they originally had. With IPL’s execution of the Arrangement Agreement, there is no valid purpose for the IPL Rights Plans to continue to interfere in Brookfield Infrastructure’s rights under the take-over bid regime in
Brookfield Infrastructure Reiterates the Highlights of its Superior Offer
- Cash component of offer totalling
$5.56 billion representing 74% of the total consideration, compared to zero cash under the Pembina offer. - Brookfield Infrastructure has received all regulatory and anti-trust approvals and can close as early as
June 22nd compared to the alternative transaction which is subject to competition, regulatory and IPL shareholder approvals. As IPL’s largest shareholder, we remain unsupportive of the all-share Pembina transaction and intend to vote against it. - Preserves significant jobs for IPL’s employees compared to the alternative cost synergy driven transaction entered into by IPL.
Brookfield Infrastructure believes the choice for shareholders is clear; waiting six months for a Pembina transaction that may not occur due to a high degree of uncertainty surrounding regulatory and shareholder approvals versus the Brookfield Offer that provides a high degree of certainty, a clean exit for IPL shareholders and an opportunity to participate in the growth of a high-quality global infrastructure business.
Details of the Offer
Brookfield Infrastructure encourages IPL shareholders to read the full details of Brookfield Infrastructure’s offer (the “Brookfield Offer”) set forth in the original Offer to Purchase and Circular dated
The Brookfield Offer is open for acceptance until
IPL shareholders who have questions or require assistance in depositing IPL shares to the Offer, IPL shareholders should contact the Information Agent and Depositary,
Copies of the Offer Documents are available without charge on request from the Information Agent and are available at www.ipl-offer.com or on SEDAR at www.sedar.com.
Advisors
Brookfield Infrastructure has engaged
Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across
No Offer or Solicitation
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. The offer to acquire IPL securities and to issue securities of
NOTICE TO
In connection with the Brookfield Offer, Brookfield Infrastructure has filed a Registration Statement on Form F-4, Amendment No. 1 and Amendment No. 2 thereto with the
BIP and BIPC are foreign private issuers and Brookfield Infrastructure is permitted to prepare the offer to purchase and related documents in accordance with Canadian disclosure requirements, which are different from those of
Shareholders of IPL should be aware that the disposition of their common shares and the acquisition and ownership of BIPC Shares may subject them to tax consequences both in
An IPL shareholder’s ability to enforce civil liabilities under
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS OR WILL HAVE APPROVED OR DISAPPROVED THE BIPC SHARES OFFERED IN THE OFFERING DOCUMENTS, OR HAS OR WILL HAVE DETERMINED IF ANY OFFERING DOCUMENTS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
IPL shareholders should be aware that, during the period of the Offer, Brookfield Infrastructure or its affiliates and any advisor, broker or other person acting as the agent for, or on behalf of, or in concert with the Offeror or its affiliates, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securitiesoutside the Offer,including purchases in the open market at prevailing prices or in private transactions at negotiated prices, as permitted by applicable laws or regulations of
The Brookfield Offer is being made for the securities of a Canadian company that does not have securities registered under Section 12 of the
Cautionary Statement Regarding Forward-looking Statements
This news release may contain forward-looking information within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of Section 27A of the
Although Brookfield Infrastructure believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on them, or any other forward-looking statements or information in this news release. The actual outcome of future events could differ from the forward-looking statements and information herein, which are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual events to differ materially from those contemplated or implied by the statements in this news release include the ability to obtain regulatory approvals (including approval of the TSX and the NYSE) and meet other closing conditions to any possible transaction, the ability to realize financial, operational and other benefits from the proposed transaction, general economic conditions in the jurisdictions in which we operate and elsewhere which may impact the markets for our products and services, the impact of market conditions on our businesses, the fact that success of Brookfield Infrastructure is dependent on market demand for an infrastructure company, which is unknown, the availability of equity and debt financing for Brookfield Infrastructure, the ability to effectively complete transactions in the competitive infrastructure space and to integrate acquisitions into existing operations, changes in technology which have the potential to disrupt the business and industries in which we invest, the market conditions of key commodities, the price, supply or demand for which can have a significant impact upon the financial and operating performance of our business and other risks and factors described in other documents filed by Brookfield Infrastructure with the securities regulators in
For more information, please contact:
| Media: Senior Vice President, Communications Tel: (416) 369-8236 Email: [email protected] |
Investors: Manager, Investor Relations Tel: (416) 956-5183 Email: [email protected] |
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