Brookfield Infrastructure Partners L.P., together with its institutional partners (collectively, “Brookfield Infrastructure”) has filed a second notice of variation and extension (the "Second Notice of Variation") in respect of the offer commenced on February 22, 2021, as varied pursuant to a notice of variation, change and extension date June 4, 2021 (the “First Notice of Variation”) (such further varied offer, the "Offer") to acquire all of the outstanding common shares of Inter Pipeline Ltd. (“IPL” or the “Company”).
The Second Notice of Variation and related documents have been filed with the Canadian securities regulators on SEDAR under IPL’s profile at www.sedar.com and will be mailed to all IPL shareholders.
Under the terms and subject to the conditions of the Offer, as varied by the Second Notice of Variation, each IPL shareholder will have the ability to elect to receive, per IPL share, C$19.50 in cash or 0.225 of a Brookfield Infrastructure Corporation (NYSE: BIPC; TSX: BIPC) class A exchangeable share (“BIPC Share”). The cash consideration available pursuant to the Offer is not subject to pro-rating. The BIPC Shares available pursuant to the Offer will be subject to pro-rating based on a maximum of 23.0 million BIPC Shares issuable to IPL shareholders (representing 26% of the total consideration). The Offer also continues to include an option for eligible Canadian shareholders to access a tax deferred rollover in respect of any BIPC Shares received pursuant to the Offer, including an additional 8.0 million BIPC Shares available to be issued to eligible shareholders who elect to receive 100% of their consideration under the Offer in BIPC Shares on a tax-deferred rollover basis.
The expiry time of the Offer has been extended and is open for acceptance until 5:00 p.m. (Mountain Standard Time) on Tuesday, July 13, 2021.
Brookfield Infrastructure encourages IPL shareholders to read the full details of the Offer set forth in the original Offer to Purchase and Circular dated February 22, 2021 (the “Offer and Circular”), the First Notice of Variation and the Second Notice of Variation, which contains the full terms and conditions of the Offer and other important information as well as detailed instructions on how IPL shareholders can tender their IPL shares to the Offer.
IPL shareholders who have questions or require assistance in depositing IPL shares to the Offer should contact the Information Agent and Depositary, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American Toll Free Number) or 416-304-0211 (outside North America) or by email at email@example.com.
Copies of the Offer and Circular, the First Notice of Variation and the Second Notice of Variation are available without charge on request from the Information Agent and are available at www.ipl-offer.com or on SEDAR at www.sedar.com.
Brookfield Infrastructure has engaged BMO Capital Markets and Barclays Capital Canada Inc. to act as joint financial advisors and McCarthy Tétrault LLP to act as its legal advisor in connection with the Offer. Laurel Hill Advisory Group has also been engaged to act as Brookfield Infrastructure’s strategic communications advisor and information agent.