The Arrangement was approved by: (i) 99.91% of the votes cast by holders of common shares ("Inter Pipeline Shares") of
Pursuant to the Arrangement, Shareholders, other than Brookfield Infrastructure, were entitled to elect, on or before
C$20.00 in cash (not subject to proration);- 0.250 of a class "A" exchangeable subordinate voting share ("BIPC Share") of
Brookfield Infrastructure Partners Corporation ("BIPC") (subject to proration); - 0.250 of a class B limited partnership unit (each whole unit, an "Exchangeable LP Unit") of
Brookfield Infrastructure Corporation Exchange Limited Partnership ("Exchange LP ") (to the extent such Shareholders were eligible to make such election and subject to proration); or - any combination thereof.
Based on the valid elections received by the Election Deadline, Shareholders, other than Brookfield Infrastructure, will receive cash in respect of an aggregate of 68.7 million Inter Pipeline Shares and BIPC Shares or Exchange LP Units in respect of an aggregate of 32.4 million Inter Pipeline Shares.
It is anticipated that the Inter Pipeline Shares will be delisted from the
As previously announced, effective upon closing of the Arrangement, each of
In connection with the Arrangement, the Board also determined to terminate Inter Pipeline’s Premium DividendTM and Dividend Reinvestment Plan (the "DRIP") effective
Certificates or direct registration system ("DRS") advices representing Inter Pipeline Shares not deposited under the Arrangement prior to the Election Deadline, no longer entitle the holder thereof to any rights as a Shareholder and such registered Shareholders have the right to receive combination of the Share Consideration and the Cash Consideration, subject to rounding, for their Inter Pipeline Shares pursuant to, and in accordance with, the terms of the Arrangement. Registered Shareholders who have not yet tendered their Inter Pipeline Shares should submit a duly completed letter of transmittal and election form to
Brookfield Infrastructure will file an early warning report, pursuant to National Instrument 62‐103, in respect of its acquisition of Inter Pipeline Shares. A copy of this report may be obtained from
Following the closing of the Arrangement and the delisting of the Inter Pipeline Shares from the TSX, it is expected that
Further Information for Inter Pipeline Shareholders
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 acquisition of the Inter Pipeline Shares and issuance of securities of BIPC was made solely by, and subject to the terms and conditions set out in the amended and restated arrangement agreement dated
NOTICE TO
The BIPC Shares issued to certain Shareholders in exchange for their Inter Pipeline Shares pursuant to the Arrangement have not been and will not be registered under the United States Securities Act of 1933,as amended (the "
Shareholders subject to
Cautionary Statement
This news release includes "forward-looking information" within the meaning of applicable securities laws relating to, among other things, the timing of delisting of the Inter Pipeline Shares from the TSX, and the anticipated amalgamation and related debt incurrence by Amalco. Forward-looking information may in some cases be identified by words such as "will", "anticipates", "expects", "intends" and similar expressions suggesting future events or future performance. Brookfield Infrastructure cautions that all forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward-looking information or could cause Brookfield Infrastructure's current objectives, strategies and intentions to change. Accordingly, Brookfield Infrastructure warns readers to exercise caution when considering statements containing forward-looking information and that it would be unreasonable to rely on such statements as creating legal rights regarding Brookfield Infrastructure's future results or plans. Brookfield Infrastructure cannot guarantee that any forward-looking information will materialize and readers are cautioned not to place undue reliance on this forward-looking information. Any forward-looking information contained in this news release represents expectations as of the date of this news release and are subject to change after such date. However, Brookfield Infrastructure is under no obligation (and Brookfield Infrastructure expressly disclaims any such obligation) to update or alter any statements containing forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this news release is qualified by the cautionary statements herein.
Forward-looking information is provided herein for the purpose of giving information about the Arrangement referred to above, as well as information on the anticipated amalgamation and effect thereof on Amalco. Readers are cautioned that such information may not be appropriate for other purposes. There can be no assurance that the proposed amalgamation will occur, or that it will occur on the terms and conditions contemplated in this news release. The proposed amalgamation could be modified, restructured or the Board may determine not to proceed with the amalgamation at all, which could have a material adverse effect on the current and future operations, financial condition and prospects of
For more information, please contact:
Brookfield Infrastructure
| Media: | Investors: |
| Vice President, Communications | Manager, Investor Relations |
| Tel: (416) 943-7937 | Tel: (416) 956-5183 |
| Email: [email protected] | Email: [email protected] |
| Media: | Investors: |
| Manager, Corporate Communications | Vice President, Finance and Investor Relations |
| Tel: (403) 717-5725 | Tel: (403) 290-6015 or 1-866-716-7473 |
| Email: [email protected] | Email: [email protected] |
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