Inter Pipeline Files Joint Information Circular In Support of Strategic Combination with Pembina

CALGARY, AB, July 5, 2021 /CNW/ - Inter Pipeline Ltd. ("Inter Pipeline" or the "Company") (TSX: IPL) today announced that it has filed a joint information circular (the "Joint Circular") and related materials for its virtual-only 2021 annual and special meeting of shareholders to be held on July 29, 2021 in connection with the proposed strategic combination with Pembina Pipeline Corporation ("Pembina") (TSX: PPL) (NYSE: PBA).

The Transaction

As previously announced on June 1, 2021, Inter Pipeline entered into an arrangement agreement with Pembina pursuant to which Pembina will acquire all the issued and outstanding common shares of Inter Pipeline (each an "Inter Pipeline Share"). Inter Pipeline shareholders will receive 0.5 of a common share of Pembina (each a "Pembina Share") for each Inter Pipeline Share that they own.

Unanimous Board Recommendation

Inter Pipeline's board of directors (the "Inter Pipeline Board"), following the receipt of the unanimous recommendation of the Special Committee of independent directors and financial and legal advice, reconfirms its unanimous recommendation that Inter Pipeline shareholders VOTE FOR the resolution approving the arrangement with Pembina (the "Pembina Arrangement"). The Inter Pipeline Board also unanimously recommends that shareholders REJECT the unsolicited takeover offer from an affiliate of Brookfield Infrastructure Partners L.P. ("Brookfield").

"Our Board remains firmly of the view that the Pembina Arrangement represents the best outcome for our shareholders," said Margaret McKenzie, Chair of the Inter Pipeline Board and the Special Committee. "With a foundation built upon a strong and attractive dividend, and the potential of a combined business that has significant growth and value-enhancement opportunities, the Pembina Arrangement creates a compelling new Canadian-based business with a great future. On this basis we unanimously recommend that all Inter Pipeline shareholders VOTEFOR the Pembina Arrangement."

Inter Pipeline – Pembina Joint Information Circular

The Joint Circular is available on the Company's website at www.interpipeline.com and at www.sedar.com and is being mailed, together with the necessary voting forms, to all persons required to receive a copy under applicable securities laws. The Inter Pipeline Board encourages Inter Pipeline shareholders to carefully read the information sent to them and to vote their Inter Pipeline Shares. The Joint Circular includes information on other matters, including nominees standing for election to the Inter Pipeline Board, and information for a special meeting of Pembina shareholders to vote for the issuance of new Pembina Shares in connection with the Pembina Arrangement. 

The Joint Circular also includes a Letter to Shareholders summarizing the reasons why Inter Pipeline shareholders should APPROVE the strategic combination with Pembina and REJECT the Brookfield offer.

Inter Pipeline Shareholder Meeting                 

Inter Pipeline will hold its virtual-only 2021 Annual and Special Meeting of Shareholders via live audio webcast, on Thursday, July 29, 2021 at 10:00 a.m. MT (12:00 p.m. ET). Shareholders will not be able to attend the meeting in person. Registered Inter Pipeline shareholders and duly appointed proxyholders, including beneficial Inter Pipeline shareholders who have duly appointed themselves as proxyholders, will be able to participate in the meeting, including voting on the approval of the Pembina Arrangement, the election of directors, the appointment of the auditors, the Company's approach to executive compensation, and any other business properly brought before the meeting.

Inter Pipeline Shareholders can vote by proxy in advance of the meeting as in prior years and online during the meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders may still participate in the meeting as guests. Guests will be able to listen to the meeting but will not be able to vote.

The meeting can be accessed at https://web.lumiagm.com/419351825. Detailed instructions for how to participate in the meeting and a copy of the Virtual AGM User Guide are available at www.interpipeline.com. 

Inter Pipeline Shareholders are encouraged to vote as soon as possible and well in advance of the proxy submission deadline at 10:00 a.m. (MT) on July 27, 2021, or 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta) prior to the time of any adjournment or postponement of the meeting.

If approved, the Pembina Arrangement is expected to close late in the third quarter or early in the fourth quarter of 2021.

Shareholder Questions and Assistance

If you have questions or require assistance in considering the Pembina Arrangement, or with the completion and delivery of your proxy, please contact Inter Pipeline's proxy solicitation agent, Kingsdale Advisors by telephone at 1-877-659-1820 (416-867-2272 for collect calls outside North America) or by email at contactus@kingsdaleadvisors.com.

To REJECT the Brookfield offer, simply take NO ACTION with respect to it. If you have tendered your Inter Pipeline Shares to the Brookfield offer in error and wish to withdraw, simply ask your broker or contact Kingsdale Advisors for assistance.

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

Contact Information

Investor Relations:
Jeremy Roberge
Vice President, Finance and Investor Relations
Email: investorrelations@interpipeline.com 
Tel: 403-290-6015 or 1-866-716-7473

Media Relations:
Breanne Oliver
Corporate Spokesperson
Email: mediarelations@interpipeline.com  
Tel: 587-475-1118 or 1-866-716-7473

Disclaimer

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 Pembina Arrangement, including the anticipated benefits thereof to Inter Pipeline's shareholders including providing Inter Pipeline shareholders with a foundation built upon a strong and attractive dividend, and the potential of a combined business that has significant growth and value-enhancement opportunities and that it creates a compelling new Canadian-based business with a great future; the timing of, and format for, Inter Pipeline's annual and special shareholder meeting; the anticipated timing of closing of the Pembina Arrangement; and the forwarding-looking statements and financial outlooks contained in the Letter to Inter Pipeline Shareholders and the Joint Circular under the heading "Forward-Looking Statements and Information". 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 Arrangement in a timely manner and substantially on the terms described in this press release; risks and assumptions associated with operations, including: the further development of its projects and facilities; assumptions concerning operational reliability; the potential delays of and increased costs of construction projects (including the Heartland Petrochemical Complex) 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 Arrangement; 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 Joint 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.

Currency

All dollar values are expressed in Canadian dollars unless otherwise noted.

Additional Information for U.S. Investors

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and accordingly may not be offered or sold within the United States or to "U.S. persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. It is anticipated that any securities to be issued under the Pembina Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to applicable exemptions under state securities laws.

SOURCE Inter Pipeline Ltd.