Enercare Agrees To Be Acquired By Brookfield Infrastructure In C$4.3 Bln Deal

(RTTNews) - Enercare Inc. (ECI.TO) and Brookfield Infrastructure and its institutional partners said that they reached an arrangement agreement by which Brookfield has agreed to acquire all the issued and outstanding common shares of Enercare for C$29.00 per Share in a transaction valued at C$4.3 billion including debt.

Brookfield Infrastructure Partners LP (BIP, BIP_UN.TO) expects to fund, after the assumption of debt, approximately US$630 million of the Transaction, with the balance being funded by its institutional partners.

The Transaction price of C$29.00 per Share represents a 53% premium to the closing price of Enercare Shares on the TSX on July 31, 2018, the last trading day prior to the announcement of the Transaction.

Under the Transaction, each Enercare shareholder will be entitled to receive C$29.00 per Share in cash. Enercare shareholders who are deemed to be resident in Canada for purposes of the Income Tax Act (Canada) will have the right to elect to receive, in lieu of cash consideration, 0.5509 exchangeable units ("Exchangeable Units") to be issued by a subsidiary of Brookfield Infrastructure.

The Arrangement Agreement includes customary provisions relating to non-solicitation, a "fiduciary-out" permitting Enercare's board of directors to respond to any unsolicited superior alternate proposals and Brookfield's right to match any such proposals. The Arrangement Agreement also provides for the payment by Enercare of a C$111 million termination fee if the Arrangement Agreement is terminated in certain specified circumstances.