Inter Pipeline Acknowledges Brookfield’s Intention to Revise Offer; Continues to Recommend Strategic Combination with Pembina
CALGARY, AB, June 3, 2021 /CNW/ – Inter Pipeline Ltd. (“Inter Pipeline”) (TSX: IPL) is responding to the news release issued June 2, 2021 (the “Brookfield Release”) by Brookfield Infrastructure Partners L.P. together with its institutional partners (collectively, “Brookfield”) announcing its intention to file a variation to its offer (the “Brookfield Bid”) to acquire Inter Pipeline.
Inter Pipeline Acknowledges Brookfield’s Intention to Revise Offer; Continues to Recommend Strategic Combination with Pembina (CNW Group/Inter Pipeline Ltd.)
As previously announced on June 1, 2021, Inter Pipeline and Pembina Pipeline Corporation (“Pembina”) have entered into an arrangement agreement providing for Pembina to acquire all of the issued and outstanding common shares of Inter Pipeline in an all-share transaction (the “Pembina Transaction”).
The board of directors of Inter Pipeline (the “Inter Pipeline Board”) continues to unanimously recommend the Pembina Transaction to Inter Pipeline shareholders, which is highly strategic for both parties. Inter Pipeline shareholders will benefit from a 175 percent increase to their monthly dividend upon closing and share in significant annual synergies. The Pembina Transaction will also enable shareholders to participate directly in the cash flow growth from the Heartland Petrochemical Complex that is expected to enter service in early 2022 as well as Pembina’s extensive investment opportunities.
The proposed variation to the Brookfield Bid described in the Brookfield Release appears to be on substantially the same economic terms as the private proposal Brookfield made to Inter Pipeline on May 31, 2021 (the “Brookfield Proposal”). The Brookfield Proposal and the proposed Pembina Transaction were reviewed by the Special Committee of independent directors (the “Special Committee”) and the Inter Pipeline Board on May 31, 2021, with the benefit of advice from their financial and legal advisors. After considering the Brookfield Proposal and the proposed Pembina Transaction in detail, and receiving the advice of its financial and legal advisors and the recommendation of the Special Committee, the Inter Pipeline Board was unanimously of the view that the proposed Pembina Transaction is financially superior and in the best interests of Inter Pipeline and its shareholders. Both proposals had substantially equivalent ‘headline numbers,’ however, the Inter Pipeline Board was of the view that the proposed Pembina Transaction provided considerable incremental value for shareholders for the reasons mentioned above, among others.
Inter Pipeline reminds shareholders that no formal variation of the Brookfield Bid has been made by Brookfield, and as such there is no need for shareholders to take any action at this time.
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
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Certain information contained herein may constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned not to place undue reliance on forward-looking statements, including, but not limited to, statements regarding the anticipated benefits of the proposed Pembina Transaction. Factors that could cause actual results to vary from forward-looking statements or may affect the operations, performance, development and results of Inter Pipeline’s businesses include, among other things, the ability of the parties to satisfy the conditions to closing of the Pembina Transaction in a timely manner and substantially on the terms described in this press release; risks and assumptions associated with operations, such as Inter Pipeline’s ability to successfully implement its strategic initiatives and achieve expected benefits therefrom, including: the further development of its projects and facilities; assumptions concerning operational reliability; the potential delays of and increased costs of construction projects (including HPC) and future expansions of Inter Pipeline’s assets; the realization of the anticipated benefits of acquisitions and other projects Inter Pipeline is developing; the timing, financing and completion of acquisitions, transactions or other projects Inter Pipeline is pursuing including the Pembina Transaction; risks inherent in Inter Pipeline’s Canadian and foreign operations; risks associated with the failure to finalize formal agreements with counterparties in circumstances where letters of intent or similar agreements have been executed and announced by Inter Pipeline; Inter Pipeline’s ability to generate sufficient cash flow from operations to meet its current and future obligations; Inter Pipeline’s ability to maintain its current level of cash dividends to its shareholders; Inter Pipeline’s ability to access sources of debt and equity capital; Inter Pipeline’s ability to make capital investments and the amounts of capital investments; Inter Pipeline’s ability to maintain its credit ratings; the availability and price of labour, equipment and construction materials; the status, credit risk and continued existence of counterparties having contracts with Inter Pipeline and its affiliates and their performance of such contracts; competitive factors, pricing pressures and supply and demand in the oil and gas transportation, natural gas liquids processing and bulk liquid storage industries; increases in maintenance, operating or financing costs; availability of adequate levels of insurance; difficulty in obtaining necessary regulatory approvals or land access rights and maintenance of support of such approvals and rights; risks of war, hostilities, civil insurrection, instability and political and economic conditions in or affecting countries in which Inter Pipeline and its affiliates operate; severe weather conditions and risks related to climate change; terrorist threats; risks associated with technology and cyber security; availability of energy commodities; volatility of and assumptions regarding prices of energy commodities; fluctuations in currency and interest rates; changes in laws and regulations, including environmental, regulatory and taxation laws, and the interpretation of such changes to Inter Pipeline’s business; the risks associated with existing and potential or threatened future lawsuits and regulatory actions against Inter Pipeline and its affiliates; general economic and business conditions; the effects and impacts of the COVID-19 pandemic as further described in Inter Pipeline’s reports and filings, the extent and duration of which are uncertain at this time, on Inter Pipeline’s business and general economic and business conditions and markets, and such other risk factors, assumptions and uncertainties described from time to time in Inter Pipeline’s reports and filings with the Canadian securities regulatory authorities including in the Circular and in Inter Pipeline’s most recent MD&A and Annual Information Form, and other documents it files from time to time. You can find these documents by referring to Inter Pipeline’s profile on SEDAR (www.sedar.com). Such information, although considered reasonable by Inter Pipeline at the time of preparation, may later prove to be incorrect and actual results may differ materially from those anticipated in the statements made. For this purpose, any statements that are not statements of historical fact are deemed to be forward-looking statements. The forward-looking statements contained in this news release are made as of the date of this news release, and, except to the extent required by applicable law, Inter Pipeline assumes no obligation to update or revise forward-looking statements made herein or otherwise, whether as a result of new information, future events, or otherwise. The forward-looking statements contained in this news release are expressly qualified by this cautionary note.