- Brookfield Infrastructure and Inter Pipeline Ltd. (“Inter Pipeline“) are pleased to announce that they have entered into an arrangement agreement regarding a statutory plan of arrangement, under which Brookfield Infrastructure will acquire all remaining Inter Pipeline common shares (the “Subsequent Acquisition Transaction“)
- Brookfield Infrastructure also announces the expiry of its take-over bid dated February 22, 2021 (as amended, the “Offer“) to acquire all of the common shares of Inter Pipeline not owned by Brookfield Infrastructure
- Upon payment for the Inter Pipeline common shares tendered under the Offer, Brookfield Infrastructure will own 76.4% of Inter Pipeline’s common shares
- Questions or Need Assistance? Contact Laurel Hill Advisory Group at 1-877-452-7184 or email firstname.lastname@example.org
TORONTO and CALGARY – Brookfield Infrastructure Partners L.P. (NYSE: BIP) (TSX: BIP.UN), together with its institutional partners (collectively, “Brookfield Infrastructure“) and Inter Pipeline (TSX: IPL) are pleased to announce the expiry of the Offer. Since the initial expiry time of the Offer, Brookfield Infrastructure has taken-up an incremental 33,087,736 Inter Pipeline common shares tendered under the Offer during the mandatory extension period. Upon payment for such Inter Pipeline common shares, Brookfield Infrastructure will increase its ownership of Inter Pipeline to 76.4%.
Final Results of Tender
Brookfield Infrastructure has taken up all Inter Pipeline common shares that were tendered under the Offer, including the incremental 33.1 million common shares that were tendered during the mandatory extension period. Based on the elections made by Inter Pipeline shareholders, Inter Pipeline shareholders will receive cash in respect of an aggregate of 27.5 million Inter Pipeline common shares and receive class A exchangeable subordinate voting shares of Brookfield Infrastructure Corporation (“BIPC Shares“) or Exchangeable LP Units (as defined in the Offer) in respect of an aggregate of 5.6 million Inter Pipeline common shares. As shareholders elected to receive less BIPC Shares or Exchangeable LP Units than were available under the Offer, there was no proration.
Upon payment for the incremental Inter Pipeline common shares tendered before the expiry of the Offer, Brookfield Infrastructure will own 76.4% of Inter Pipeline’s common shares. In aggregate across all take-up dates, holders of 95.0 million Inter Pipeline common shares elected BIPC Shares or Exchangeable LP Units representing 33.2% of the shares tendered under the Offer. Due to proration, a total of 22.0 million BIPC Shares or Exchangeable LP Units will be or have been issued to Inter Pipeline shareholders representing 30.7% of the Offer consideration.
Subsequent Acquisition Transaction
Immediately following the expiry of the Offer, Brookfield Infrastructure and Inter Pipeline entered into an arrangement agreement (the “Arrangement Agreement“) providing for a court-approved, statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“).
The Arrangement constitutes the Subsequent Acquisition Transaction contemplated in the Offer, by which Brookfield Infrastructure will acquire ownership of 100% of the Inter Pipeline common shares.
Under the terms of the Arrangement, holders of Inter Pipeline common shares, other than Brookfield Infrastructure, will be entitled to elect to receive the same per share consideration as set forth in the Offer, namely:
- C$20.00 in cash per Inter Pipeline common share;
- 0.250 of a BIPC share; or
- Any combination thereof
The entitlement of holders of Inter Pipeline common shares to receive BIPC Shares or Exchangeable LP Units will be subject to proration as described in the Arrangement.
As (i) Brookfield Infrastructure exercises control and direction over greater than 66 2/3% of the outstanding Inter Pipeline common shares and (ii) the Inter Pipeline common shares taken up under the Offer represent more than a majority of the votes attached to the Inter Pipeline common shares and may be voted in respect of any required “minority” approvals , Brookfield Infrastructure is in a position to ensure the successful outcome of the shareholder votes in respect of the Subsequent Acquisition Transaction.
Additional information regarding the terms of the Arrangement Agreement, the Arrangement and the background of the transaction will be provided in the management information circular (the “Circular“) for the special meeting of Inter Pipeline shareholders to be held to consider the Arrangement. It is anticipated that the Circular will be mailed to Inter Pipeline shareholders in early October, with the Inter Pipeline special meeting, and closing of the Subsequent Acquisition Transaction, occurring in late October.
Copies of both the Arrangement Agreement and the Circular will be made available on SEDAR under Inter Pipeline’s profile at www.sedar.com.
Following completion of the Subsequent Acquisition Transaction, Brookfield Infrastructure will seek to delist the Inter Pipeline common shares from trading on the Toronto Stock Exchange.
Further Information for Inter Pipeline Shareholders
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 North and South America, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can access its portfolio either through Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further information is available at www.brookfield.com/infrastructure.
Brookfield Infrastructure Partners is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with over US$625 billion of assets under management. For more information, go to www.brookfield.com.
Inter Pipeline Ltd. 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. For more information, go to www.interpipeline.com.