Brookfield Comments on Inter Pipeline Ltd. Directors’ Circular

Source: 3/11/2021, Location: North America

Brookfield Infrastructure Partners L.P., together with its institutional partners has reviewed the directors’ circular (“Directors’ Circular”) filed by the Board of Directors (the “Board”) of Inter Pipeline Ltd. in response to the offer (the "Offer") by Bison Acquisition Corp. (a subsidiary of Brookfield Infrastructure) to acquire all of the outstanding common shares of IPL as set forth in the Offer and Circular dated February 22, 2021 (the “Offer and Circular”). Importantly, the Directors’ Circular does not include new information that changes Brookfield Infrastructure’s view of the value of the Company.

As the largest individual shareholder in IPL, we are pleased that the Board has established a Special Committee and will commence a Strategic Review. We welcome the Board’s efforts to market test the Offer against other take-private proposals for IPL.

The Company notes in the Directors’ Circular that a comprehensive data room has been prepared and contact has been initiated with a number of third parties. Brookfield Infrastructure has not been contacted by IPL or its advisors since the initiation of the Offer.
v Brookfield Infrastructure’s Offer is based exclusively on publicly available information. Any ability for Brookfield Infrastructure to increase the Offer would be predicated on completing customary confirmatory due diligence that supports such an increase. We remain open to engaging directly with the Company on fair and balanced terms.

Brookfield Infrastructure remains committed to the Offer and continues to believe the Offer is in the best interests of IPL shareholders:
- Significant Premium to IPL’s Undisturbed Trading Levels and Analyst Consensus Estimates
- Immediate Catalyst to Surface Value in a Security that has Significantly Underperformed in the Public Equity Markets
- Opportunity for Immediate Liquidity at a Compelling Valuation and Ability to Participate in Brookfield Infrastructure’s World-Class Infrastructure Platform
- Brookfield Infrastructure is Uniquely Positioned to Support IPL as a Private Company Through the Environmental Social & Governance Focused Transition
- 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). 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.

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