Special Meetings of KML Voting Shareholders and Preferred Shareholders to Approve Transaction Scheduled for December 10
CALGARY, Nov. 14, 2019 /CNW/ – Kinder Morgan Canada Limited (TSX: KML) announces the mailing this week of its information circular and proxy statement, together with the letters of transmittal and related proxy materials, to holders of KML restricted voting shares and special voting shares (together, Voting Shareholders) and holders of KML preferred shares (Preferred Shareholders) in connection with the special meeting of Voting Shareholders (the Voting Shareholders’ Meeting) and the special meeting of Preferred Shareholders (the Preferred Shareholders’ Meeting) to approve the proposed acquisition of KML’s outstanding common equity by Pembina Pipeline Corporation (TSX: PPL; NYSE: PBA) (Pembina) by way of a statutory arrangement under the Business Corporations Act (Alberta) (Arrangement). The mailing of the meeting materials was made in accordance with the terms of an interim order of the Court of Queen’s Bench of Alberta obtained on November 4, 2019. The Voting Shareholders’ Meeting and the Preferred Shareholders’ Meeting will be held on December 10, 2019 at the Grand Ballroom of the Metropolitan Conference Centre, 333—4th Avenue S.W., Calgary, Alberta at 9:00 a.m. and 10:00 a.m. (Calgary time), respectively. Copies of the proxy statement, letters of transmittal and forms of proxy have been filed on the SEC’s EDGAR system at www.sec.gov and under KML’s profile on SEDAR at www.sedar.com and posted on KML’s website at kindermorgancanadalimited.com.
The proxy statement contains important information regarding the Arrangement, how shareholders can vote at the applicable meeting and the background that led to the Arrangement, including the reasons that led the board of directors of KML to unanimously determine that the Arrangement is fair to shareholders and is in the best interests of KML and to recommend that Voting Shareholders and Preferred Shareholders vote in favour of the Arrangement at the Voting Shareholders’ Meeting and the Preferred Shareholders’ Meeting, respectively.
Voting Shareholders and Preferred Shareholders of record at the close of business on October 23, 2019 will be entitled to vote at the applicable meeting in accordance with the voting rights corresponding to their shares.
At each of the Voting Shareholders’ Meeting and the Preferred Shareholders’ Meeting, Voting Shareholders and Preferred Shareholders, as applicable, will be asked to vote on a special resolution to approve the Arrangement pursuant to the arrangement agreement entered into between KML and Pembina effective as of August 20, 2019, as amended and restated effective as of September 10, 2019. A copy of the arrangement agreement has been filed on the SEC’s EDGAR system at www.sec.gov and under KML’s profile on SEDAR at www.sedar.com and posted on KML’s website at kindermorgancanadalimited.com
KML has retained Kingsdale Advisors to act as proxy solicitation agent and to answer information requests from shareholders. Kingsdale Advisors can assist shareholders with voting their shares and may be contacted toll-free at 1-866-581-0506 or by collect call outside of North America at 416-867-2272 or by email at email@example.com.
About Kinder Morgan Canada Limited (TSX: KML). KML manages and is the holder of an approximately 30 percent minority interest in a portfolio of strategic energy infrastructure assets across western Canada. Kinder Morgan, Inc. (NYSE: KMI) holds an approximately 70 percent majority voting interest in KML and a corresponding 70 percent economic interest in KML’s business and assets. KML focuses on stable, fee-based energy transportation and storage assets that are central to the energy infrastructure of Western Canada. We strive to promote shareholder value by increasing utilization of our existing assets while controlling costs and operating in a safe and environmentally responsible way. For more information visit kindermorgancanadalimited.com.