Inter Pipeline Ltd. (“IPL”) shareholders who tender to the Offer will remain eligible to receive IPL’s August cash dividend1- IPL shareholders must tender their shares by
August 20 th to receive the significant premium available under Brookfield Infrastructure’s Offer - IPL shareholders that have already tendered do not need to take any further action
- Given the 52% initial tender results and tenders that continue to be received, Brookfield Infrastructure is confident the modified statutory minimum condition will be met
- Questions or Need Assistance? Contact
Laurel Hill Advisory Group at 1-877-452-7184 or email [email protected]
BROOKFIELD, News,
On
IPL shareholders are encouraged to tender to the Offer as soon as possible to receive their chosen form of consideration shortly after take-up. Shareholders who do not tender prior to the Offer expiry may be delayed in receiving consideration from Brookfield Infrastructure.
Upon the successful conclusion of our Offer, we intend to commence a subsequent transaction to acquire the remaining shares that were not tendered. The timing and details of such transaction will be released at a later date.
Tender Instructions
IPL shareholders may elect up to 100% cash consideration, totalling
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 20 th 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 in the Fifth Notice of Variation and Extension
We believe strongly that the Offer represents significant value for IPL shareholders and encourage 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 50% premium to IPL’s unaffected share price2
- Flexibility of Consideration: IPL shareholders have the ability to elect the form of consideration according to their individual preferences (subject to proration, as applicable)
- 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
(1) IPL shareholders who tender to the Offer will remain eligible to receive IPL’s dividend of
(2) 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 Brookfield Infrastructure Corporation will be made solely by, and subject to the terms and conditions set out in the formal offer to purchase and bid circular and accompanying letter of transmittal and notice of guaranteed delivery.
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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