Brookfield Infrastructure Commences Cash and Share Offer to Acquire Inter Pipeline Ltd.
BROOKFIELD, NEWS, Feb. 22, 2021 (GLOBE NEWSWIRE) -- Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), together with its institutional partners (collectively, “Brookfield
Infrastructure”) commenced its formal offer (the “Offer”) to acquire all of the outstanding common shares of Inter Pipeline Ltd. (“IPL” or the “Company”).
The notice and advertisement of the Offer appear in the Monday, February 22, 2021 editions of The Globe and Mail and Le Devoir, and the Offer is contained in the Offer to Purchase and Bid Circular (the “Offer and Circular”) and related documents, which have been filed with the Canadian securities regulators on SEDAR under IPL’s profile at www.sedar.com. The Offer and Circular will be mailed to all IPL shareholders upon receipt of the list of holders of Common Shares previously requested by Brookfield Infrastructure from IPL.
Under the terms and subject to the conditions of the Offer, each IPL shareholder will have the ability to elect to receive, per IPL share, C$16.50 in cash or 0.206 of a Brookfield Infrastructure Corporation (NYSE: BIPC; TSX: BIPC) class A exchangeable share (“BIPC Share”), subject to pro-ration. IPL shareholders may also choose to receive cash for some of their IPL shares and BIPC Shares for their remaining IPL shares, subject, in each case, to pro-ration. The share exchange ratio has been calculated based on the closing price of the BIPC Shares on February 10, 2021, the last trading day prior to the announcement of Brookfield Infrastructure’s intention to make the Offer. The Offer is fully financed, with maximum cash consideration of approximately C$4.9 billion (representing 76.2% of the Offer’s total consideration) and maximum aggregate number of BIPC shares issued of approximately 19 million (representing 23.8% of the Offer’s total consideration).
The Offer is open for acceptance until 5:00 p.m. (Mountain Standard Time) on Monday, June 7, 2021.
The Offer is subject to certain conditions of completion, including receipt of all necessary regulatory approvals, customary approval by the TSX and NYSE in relation to the issuance and listing of the additional BIPC Shares contemplated by the Offer, 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of the IPL Shares, calculated on a fully diluted basis, after taking up IPL Shares deposited under the Offer and not withdrawn (in addition to the non-waivable statutory condition that more than 50% of the outstanding IPL Shares, excluding IPL Shares beneficially owned by Brookfield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) and confirmation that the IPL shareholder rights plan will not adversely affect the Offer. Once the two‐thirds percentage acceptance level is met, Brookfield Infrastructure intends, but will not be required, to take steps to acquire all remaining IPL Shares in accordance with applicable law.