Brookfield, Inter Pipeline announce subsequent acquisition transaction and completion of offer
Brookfield Infrastructure Partners L.P., together with its institutional partners, and Inter Pipeline 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.