Pembina and Inter Pipeline Successful in Alberta Securities Commission Hearing
ASC Confirms the Pembina Transaction Break Fee and Allows Inter Pipeline to Maintain its
Shareholder Rights Plan
ASC Rules Brookfield's "Total Return Swap" Requires Full Disclosure and Increases the Minimum Bid Condition for Brookfield Bid to 55 Percent
Pembina and Inter Pipeline Urge Shareholders to Reject the Brookfield Bid and
Vote FOR the Pembina-Inter Pipeline Arrangement
The ASC also determined that
The ASC's decision was provided orally to the parties today, with written reasons to follow. Details of the ASC decision in summary are:
Pembina-IPL Arrangement, IPL Shareholder Rights Plan and Pembina Break Fee
The ASC dismissed, in its entirety,
As a result, the Rights Plan, which was adopted by Inter Pipeline on
Total Return Swap and Required Disclosure
The ASC ordered that
The ASC determined that
The ASC ordered that the Brookfield Bid will be subject to a modified minimum tender condition, such that – instead of the statutory requirement of 50% – at least 55% of the IPL Shares held by persons other than
Pembina's President and Chief Executive Officer
Added Dilger, "Pembina's transaction with Inter Pipeline represents a unique opportunity to create one of the largest energy infrastructure companies in North America. We will have an unrivalled growth profile, an industry leading dividend, a broad portfolio of assets that have great synergies and systems of scale in unconventional oil where we have the immediate potential to unlock further value for shareholders. We strongly recommend that Pembina and Inter Pipeline shareholders vote in favour of the merger."
Under the proposed Pembina Arrangement, Pembina would acquire all of the Inter Pipeline Shares on the basis of 0.5 of a Pembina common share in exchange for each Inter Pipeline Share. The IPL Board has unanimously recommended that IPL shareholders support and vote FOR the strategic Pembina Arrangement, and the Pembina Board has unanimously recommended that Pembina shareholders also vote FOR the issuance of the Pembina shares under the Pembina Arrangement, in each case at shareholder meeting to be held on
Voting FOR the Pembina Inter Pipeline Transaction
Shareholders are encouraged to vote by proxy deadline in advance of the
YOUR VOTE IS VERY IMPORTANT
REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.
For more information, visit PembinaIPL.com. Shareholders with questions or requiring assistance in considering the Strategic Combination, or with the completion and delivery of their proxy, should contact Pembina's proxy solicitation agent,
Pembina is a leading transportation and midstream service provider that has been serving
Purpose of Pembina:
To be the leader in delivering integrated infrastructure solutions connecting global markets:
Customers choose us first for reliable and value-added services;
Investors receive sustainable industry-leading total returns;
Employees say we are the 'employer of choice' and value our safe, respectful, collaborative and fair work culture; and
- Communities welcome us and recognize the net positive impact of our social and environmental commitment.
Pembina is structured into three Divisions: Pipelines Division, Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the
Forward-Looking Statements and Information
This document contains certain forward-looking statements and forward-looking information (collectively, "forward-looking statements"), including forward-looking statements within the meaning of the "safe harbor" provisions of applicable securities legislation, that are based on Pembina's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In some cases, forward-looking statements can be identified by terminology such as "expects", "will", "would", "anticipates", "plans", "estimates", "develop", "intends", "potential", "continue", "could", "create", and similar expressions suggesting future events or future performance.
In particular, this document contains forward-looking statements pertaining to, without limitation, the following: the Pembina Arrangement, including the anticipated benefits thereof to IPL's shareholders, both generally and relative to the Brookfield Bid; the expected size, efficiency, valuation, project certainty and capacity of the combined company; the combined company's capacity and opportunities to expand and pursue and develop new projects and investments; future dividends, including increases in the amounts thereof, which may be declared on Pembina's common shares on any future dividend payment date; the anticipated synergies associated with the Pembina Arrangement; and the expected Canadian tax treatment of the Pembina Arrangement.
These forward-looking statements are based on certain assumptions that Pembina has made in respect thereof as at the date of this news release regarding, among other things: the ability of Pembina and IPL to satisfy the conditions to closing of the Pembina Arrangement in a timely manner and on acceptable terms; that favorable circumstances continue to exist in respect of current operations and current and future growth projects; the availability of capital to fund future capital requirements relating to existing assets and projects; that the combined entities' future results of operations will be consistent with past performance and management expectations in relation thereto; oil and gas industry exploration and development activity levels and the geographic region of such activity; prevailing regulatory, tax and environmental laws and regulations; the ability of Pembina to maintain favourable credit ratings (both before and following the Pembina Arrangement); future cash flows; prevailing commodity prices, interest rates, carbon prices, tax rates and exchange rates; future operating costs; geotechnical and integrity costs; that any required commercial agreements can be reached; that any third-party projects relating to Pembina's growth projects will be sanctioned and completed as expected; that all required regulatory and environmental approvals can be obtained on the necessary terms in a timely manner; that counterparties will comply with contracts in a timely manner; that there are no unforeseen events preventing the performance of contracts or the completion of the relevant facilities; that there are no unforeseen material costs relating to the relevant facilities which are not recoverable from customers; maintenance of operating margins; the amount of future liabilities relating to lawsuits and environmental incidents; and the availability of coverage under Pembina's insurance policies (including in respect of Pembina's business interruption insurance policy).
Although Pembina believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to: the ability of the parties to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third-party approvals, including, but not limited to, the receipt of applicable competition approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Pembina Arrangement; that the proceedings at the ASC are not resolved in favour of IPL and Pembina; the failure to realize the anticipated benefits or synergies of the Pembina Arrangement following closing due to integration issues or otherwise and expectations and assumptions concerning, among other things: customer demand for the combined company's services; commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; applicable tax laws; future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; labour and material shortages; material cost-overruns in respect of the
This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. Pembina does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
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