Offer Highlights
- Aggregate cash and share-based consideration totalling
C$19.751 perInter Pipeline Ltd. (TSX: IPL) (“IPL” or the “Company”) share representing a 4.4% premium to the Pembina Pipeline Corporation (“Pembina”) share-based offer valued atC$18.91 per share (the “Alternative Transaction”) as of market close onJune 1, 2021 . - Cash component of the Offer represents 74% of the total consideration, compared to zero in the Alternative Transaction.
- Brookfield Infrastructure has received all key regulatory and anti-trust approvals and our Offer is open for Tender until
June 22nd with take-up and payment within three business days thereafter. - Preserves significant local Canadian jobs compared to IPL’s alternative cost synergy-driven transaction.
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1 Based on assumed 74% cash, 26% share proration and the closing price of the BIPC Shares on the TSX on
BROOKFIELD, NEWS,
Response to IPL Press Release
We note IPL’s press release issued yesterday in which the IPL Board of Directors (“IPL Board”) reiterated their support for the arrangement agreement entered into with Pembina on
- As IPL’s largest shareholder, with 9.75% ownership of IPL shares and a total economic interest in the Company of 19.65%, we are not supportive of the all-share, Alternative Transaction and intend to vote against it. In the event the Alternative Transaction is successful, Brookfield Infrastructure will become a significant shareholder in Pembina with up to an approximately
C$1.6 billion economic interest (“Brookfield Block ”). Brookfield Infrastructure does not intend to be a long-term investor in Pembina. The Brookfield Block, in addition to the shares then held by event-driven funds and any other institutional shareholders who lack desire to own shares in Pembina, will therefore create a substantial and protracted overhang on Pembina’s shares. The IPL Board and its advisors ought to have considered these obvious factors in making its determination of the value of the all-share consideration offered in the Alternative Transaction.
- The Alternative Transaction will require a lengthy timeline to closing, accompanied by uncertainty due to numerous conditions to which the Offer from Brookfield Infrastructure is not subject. The Alternative Transaction exposes IPL shareholders’ all-share consideration to a host of risks, which do not appear to have been appropriately evaluated against our Offer by the IPL Board. For example, as of
June 1st, the required regulatory and antitrust reviews under the Alternative Transaction were yet to commence and given the overlap between the two companies, we see uncertainty in the outcome and timeline of these reviews. Furthermore, failure to receive certain regulatory approvals would enable Pembina to terminate the transaction without an obligation to pay IPL the reverse termination fee. These considerations, along with typical business environment risks such as commodity price volatility, changes in interest rates and potential tax code changes, expose the all-share consideration to valuation risk due to the protracted closing timeline.
- We find it highly surprising that the IPL Board would be advocating for an all-share proposal when feedback from the IPL Special Committee and its advisors, during our interactions with them, indicated they favoured an all-cash offer. Were the IPL Board genuinely interested in advocating for share consideration on behalf of shareholders of IPL, they would be required to take into account Brookfield Infrastructure’s long history of generating attractive value for shareholders. The IPL Board made no inquiries regarding the growth opportunities and outlook for Brookfield Infrastructure. We have
US$2.3 billion of contracted backlog and are targeting investments ofUS$2 billion annually in growth initiatives. With the current favourable economic backdrop, we are optimistic we can build upon our strong track record where over the past decade we have been able to grow our dividend by an average of 10% per annum and have generated average annual total shareholder returns of 18%.
| Total Return Over Time | ||||
| 1 Year | 3 Year | 5 Year | 10 Year | |
| IPL (As of |
-35% | -25% | -9% | 59% |
| PPL (TSX) | 18% | 1% | 29% | 163% |
| BIPC (TSX) | 55% | n.a. | n.a. | n.a. |
| BIP (NYSE) | 39% | 84% | 168% | 485% |
| S&P/TSX Composite | 35% | 37% | 65% | 100% |
| S&P 500 Index | 40% | 62% | 120% | 292% |
| Note: Based on market data as of |
||||
As we stated in our previous press release on
The Notice of Variation 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.
Under the terms and subject to the conditions of the Offer, as varied by the Notice of Variation, each IPL shareholder will have the ability to elect to receive, per IPL share, either
In the event of pro-ration, for those eligible shareholders who elect to receive 100% of their consideration in BIPC Shares on a tax-deferred rollover basis, the 23.0 million maximum BIPC Shares issuable under the Offer would be increased up to an incremental 8 million BIPC Shares (with such incremental shares priced at the fair market value as of the expiry date of the Offer, in lieu of cash) to ensure every eligible shareholder who may elect to receive 100% of their consideration in BIPC Shares on a tax-deferred basis has an ability to maximize the amount of tax-deferred consideration they receive.
The consideration under the Offer was valued at
The Offer is open for acceptance until
Offer Details
Pursuant to the Notice of Variation, Change and Extension, Brookfield Infrastructure has satisfied or waived certain conditions to the Offer, including receipt of key regulatory approvals, absence of material changes to IPL’s business, Brookfield Infrastructure owning not less than 66⅔% of the IPL Shares, calculated on a fully diluted basis, after taking up IPL Shares deposited under the Offer and not withdrawn and confirmation that the IPL shareholder rights plan will not adversely affect the Offer. The Offer remains subject to the non-waivable statutory condition that more than 50% of the outstanding IPL Shares, excluding IPL Shares beneficially owned by Brookfield Infrastructure, are deposited under the Offer and not withdrawn.
Brookfield Infrastructure encourages IPL shareholders to read the full details of the Offer set forth in the original Offer to Purchase and Circular dated
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 and Circular and the Notice of Variation, Change 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.
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: Senior Vice President, Communications Tel: (416) 369-8236 Email: [email protected] |
Investors: Manager, Investor Relations Tel: (416) 956-5183 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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