As previously announced on June 1, 2021, Inter Pipeline entered into an arrangement agreement with Pembina pursuant to which Pembina will acquire all the issued and outstanding common shares of Inter Pipeline (each an “Inter Pipeline Share”). Inter Pipeline shareholders will receive 0.5 of a common share of Pembina (each a “Pembina Share”) for each Inter Pipeline Share that they own.
Unanimous Board Recommendation
Inter Pipeline’s board of directors (the “Inter Pipeline Board”), following the receipt of the unanimous recommendation of the Special Committee of independent directors and financial and legal advice, reconfirms its unanimous recommendation that Inter Pipeline shareholders VOTE FOR the resolution approving the arrangement with Pembina (the “Pembina Arrangement”). The Inter Pipeline Board also unanimously recommends that shareholders REJECT the unsolicited takeover offer from an affiliate of Brookfield Infrastructure Partners L.P. (“Brookfield”).
“Our Board remains firmly of the view that the Pembina Arrangement represents the best outcome for our shareholders,” said Margaret McKenzie, Chair of the Inter Pipeline Board and the Special Committee. “With a foundation built upon a strong and attractive dividend, and the potential of a combined business that has significant growth and value-enhancement opportunities, the Pembina Arrangement creates a compelling new Canadian-based business with a great future. On this basis we unanimously recommend that all Inter Pipeline shareholders VOTE FOR the Pembina Arrangement.”
Inter Pipeline – Pembina Joint Information Circular
The Joint Circular is available on the Company’s website at www.interpipeline.com and at www.sedar.com and is being mailed, together with the necessary voting forms, to all persons required to receive a copy under applicable securities laws. The Inter Pipeline Board encourages Inter Pipeline shareholders to carefully read the information sent to them and to vote their Inter Pipeline Shares. The Joint Circular includes information on other matters, including nominees standing for election to the Inter Pipeline Board, and information for a special meeting of Pembina shareholders to vote for the issuance of new Pembina Shares in connection with the Pembina Arrangement.
The Joint Circular also includes a Letter to Shareholders summarizing the reasons why Inter Pipeline shareholders should APPROVE the strategic combination with Pembina and REJECT the Brookfield offer.
Inter Pipeline Shareholder Meeting
Inter Pipeline will hold its virtual-only 2021 Annual and Special Meeting of Shareholders via live audio webcast, on Thursday, July 29, 2021 at 10:00 a.m. MT (12:00 p.m. ET). Shareholders will not be able to attend the meeting in person. Registered Inter Pipeline shareholders and duly appointed proxyholders, including beneficial Inter Pipeline shareholders who have duly appointed themselves as proxyholders, will be able to participate in the meeting, including voting on the approval of the Pembina Arrangement, the election of directors, the appointment of the auditors, the Company’s approach to executive compensation, and any other business properly brought before the meeting.
Inter Pipeline Shareholders can vote by proxy in advance of the meeting as in prior years and online during the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders may still participate in the meeting as guests. Guests will be able to listen to the meeting but will not be able to vote.
The meeting can be accessed at https://web.lumiagm.com/419351825. Detailed instructions for how to participate in the meeting and a copy of the Virtual AGM User Guide are available at www.interpipeline.com.
Inter Pipeline Shareholders are encouraged to vote as soon as possible and well in advance of the proxy submission deadline at 10:00 a.m. (MT) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the meeting.
If approved, the Pembina Arrangement is expected to close late in the third quarter or early in the fourth quarter of 2021.
Shareholder Questions and Assistance
If you have questions or require assistance in considering the Pembina Arrangement, or with the completion and delivery of your proxy, please contact Inter Pipeline’s proxy solicitation agent, Kingsdale Advisors by telephone at 1-877-659-1820 (416-867-2272 for collect calls outside North America) or by email at firstname.lastname@example.org.
To REJECT the Brookfield offer, simply take NO ACTION with respect to it. If you have tendered your Inter Pipeline Shares to the Brookfield offer in error and wish to withdraw, simply ask your broker or contact Kingsdale Advisors for assistance.
About Inter Pipeline Ltd.
Inter Pipeline is a major petroleum transportation and natural gas liquids processing business based in Calgary, Alberta, Canada. Inter Pipeline owns and operates energy infrastructure assets in Western Canada and is building the Heartland Petrochemical Complex — North America’s first integrated propane dehydrogenation and polypropylene facility. Inter Pipeline is a member of the S&P/TSX 60 Index and its common shares trade on the Toronto Stock Exchange under the symbol IPL. www.interpipeline.com