- Brookfield Infrastructure has received strong support from
Inter Pipeline Ltd. (“IPL”) shareholders to date and reminds IPL shareholders to tender their shares in support of the Offer. Tendering is required in order to receive consideration under the Offer - IPL shareholders that have already tendered do not need to take any further action
- Shareholders may elect up to 100% cash consideration, totalling
C$20.00 per share of IPL without being subject to proration or 0.250 of a class A exchangeable subordinated voting share ofBrookfield Infrastructure Corporation (a “BIPC Share”), subject to proration - Questions or Need Assistance? Contact
Laurel Hill Advisory Group at 1-877-452-7184 or email [email protected]
BROOKFIELD, NEWS,
Offer Expiry Time Extended to
Brookfield Infrastructure has achieved initial tender of approximately 52%, providing a clear path to achieve the modified statutory minimum condition. As we approach this condition, we have decided to extend the Offer to give IPL shareholders additional time to complete their elections.
Given the short timeframe from receiving the recommendation from IPL’s Board of Directors to tender to the Offer, we are pleased with the significant initial tender results. With this extension, we are confident we will be in a position to meet the modified statutory minimum condition and take-up and pay for all tendered shares.
We believe strongly that the Offer represents significant value for IPL shareholders and encourage IPL shareholders to tender in advance of the expiry time of
Reasons to Tender to the Brookfield Infrastructure Offer
- Significant Premium to IPL’s Unaffected Share Price: The Offer represents a 49% premium to IPL’s unaffected share price1
- Flexibility of Consideration: IPL shareholders have the ability to elect the form of consideration according to their individual preferences (subject to proration)
- Speed to Close and Immediate Liquidity: Brookfield Infrastructure has received all key regulatory approvals and can take up and pay for tendered shares within three business days after the Offer expiry (subject to the modified statutory minimum condition)
- Tax Deferred Consideration: Eligible shareholders can elect a tax deferred rollover, which has been used successfully in several previous Brookfield Infrastructure led privatizations, into Exchangeable Units of
Brookfield Infrastructure Corporation Exchange Limited Partnership (the economic equivalent to BIPC Shares) through the Offer - Opportunity to Participate in Brookfield Infrastructure’s Global Infrastructure Platform:Our platform offers the unique advantage of being able to invest across four key infrastructure sectors, at all points within economic cycles, and across multiple geographies to secure the best risk adjusted returns for our investors
Tender Instructions
Beneficial IPL Shareholders(IPL shares are held through a broker or other intermediary)
- Contact your intermediary and provide them with your tender instructions. As intermediaries may have an earlier deadline to receive your instructions, IPL shareholders are encouraged to take-action well in advance of the
August 20th expiry
Registered IPL Shareholders(IPL shares are held directly and not through an intermediary)
- Complete the applicable Letter of Transmittal or Supplemental Letter of Transmittal and return it to
Laurel Hill Advisory Group at [email protected] or the coordinates listed on the Fifth Notice of Variation and Extension
Further Information for IPL Shareholders
Brookfield Infrastructure encourages IPL shareholders to read the full details of the Offer set forth in the original Offer to Purchase and Circular dated
The Fifth Notice of Variation and Extension and related documents have been filed with the Canadian securities regulators on SEDAR under IPL’s profile at www.sedar.com and will be mailed to all IPL shareholders.
IPL shareholders who have questions or require assistance in depositing IPL shares to the Offer should contact the Information Agent and Depositary,
Copies of the Offer and Circular, the First Notice of Variation, the Second Notice of Variation, the Third Notice of Variation, the Fourth Notice of Variation and the Fifth Notice of Variation and Extension 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.
(1) Premium to closing share price of IPL on the TSX on
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
Brookfield Infrastructure intends to make the offer and sale of the BIPC Shares in the Offer subject to a registration statement of BIPC and BIP covering such offer and sale to be filed with the
BIPC is a foreign private issuer and Brookfield Infrastructure is permitted to prepare the offer to purchase and takeover bid circular and related documents in accordance with Canadian disclosure requirements, which are different from those of
Shareholders of IPL should be aware that owning 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, directly or indirectly, may bid for or make purchases of the securities to be distributed or to be exchanged, or certain related securities, as permitted by applicable laws or regulations of
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: | Investors: |
| Senior Vice President, Communications | Manager, Investor Relations |
| Tel: (416) 369-8236 | Tel: (416) 956-5183 |
| Email: [email protected] | Email: [email protected] |
| Shareholder Questions / Tendering Assistance: | |
| North American Toll-Free: 1-877-452-7184 (+1-416-304-0211 outside | |
| Email: [email protected] | |
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