Inter Pipeline & Brookfield Provide Update on Strategic Transaction

Source: 9/22/2021, Location: North America

- Brookfield Infrastructure and Inter Pipeline are pleased to announce that the Special Meeting of Inter Pipeline shareholders to approve the Arrangement will take place on October 28, 2021 at 8:30 a.m. (Mountain Time)
- Inter Pipeline announces that Christian Bayle, President and Chief Executive Officer and Brent Heagy, Chief Financial Officer, will each be stepping down from their management positions effective at the closing of the Arrangement. At which time, Brookfield Infrastructure executives Brian Baker and Paul Hawksworth will assume the roles of interim Chief Executive Officer and Chief Financial Officer, respectively

Inter Pipeline Ltd. announces the filing of its management information circular dated September 22, 2021 (the "Circular") and related meeting and proxy materials in connection with the previously announced transaction (the "Transaction") with Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), together with its institutional partners (collectively, “Brookfield Infrastructure”). The Circular and related materials are expected to be mailed to holders of common shares ("Common Shares") of Inter Pipeline ("Shareholders") in early October 2021.

Special Meeting of Shareholders
On September 3, 2021, Inter Pipeline and Brookfield Infrastructure, entered into an arrangement agreement, which was amended and restated on September 21, 2021 (as amended and restated, the "Arrangement Agreement") providing for a court-approved, statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement”).

In accordance with the terms of the interim order of the Court of Queen's Bench of Alberta obtained on September 22, 2021, a special meeting (the "Meeting") of Shareholders will be held virtually on October 28, 2021 at 8:30 a.m. (Mountain Time). A copy of the interim order is included in the Circular.

The purpose of the Meeting is for the Shareholders to consider and vote on a resolution approving the Arrangement, as described in detail in the Circular. Only Shareholders of record at the close of business on September 20, 2021 will be entitled to vote at the Meeting. Due to COVID-19 and related recommendations of Canadian public health officials, the Meeting will be conducted via live audio webcast accessible at, using password "IPL2021" (case sensitive).

In addition to Shareholder approval at the Meeting, the Arrangement remains subject to other customary closing conditions, including final court approval. Subject to receipt of all required approvals and satisfaction of all closing conditions, the Arrangement is currently anticipated to be completed on or about October 28, 2021. Shareholders are encouraged to read the Circular and its appendices in their entirety.

How to Vote
All Shareholders are encouraged to vote at the Meeting (virtually) or by proxy. Details on how to vote and how to participate at the Meeting via the live webcast are contained in the Circular.

The completion of the Arrangement is subject to, among other things, the approval of two thirds of the votes cast by the Shareholders at the Meeting, as well as majority of the minority approval under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") of the Shareholders (which requires the approval of a majority of votes cast by such shareholders at the Meeting, excluding certain votes of Brookfield Infrastructure and any other person required to be excluded for the purposes of MI 61-101). Brookfield Infrastructure may vote the Common Shares acquired by it under its takeover bid of Inter Pipeline, which was completed on September 3, 2021, as part of the "minority" approval.

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 take-over bid dated February 22, 2021, 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 Arrangement.

Executive Transition Plan
Inter Pipeline announces that Christian Bayle, President and Chief Executive Officer and Brent Heagy, Chief Financial Officer, will each step down from their management positions with the Company effective upon the closing of the Arrangement and be replaced by two Brookfield Infrastructure executives. Mr. Bayle will also resign from the Board of Directors (the "Board") of Inter Pipeline effective the same day.

At the effective time of the resignations, Brian Baker will be appointed as interim Chief Executive Officer, pending a search to identify a permanent replacement, and Paul Hawksworth will be appointed as Chief Financial Officer. As part of the Executive Transition Plan, effective September 21, 2021, Mr. Hawksworth was appointed Deputy Chief Financial Officer of Inter Pipeline.

“On behalf of the Board and everyone at Inter Pipeline, I wish to thank Chris and Brent for their years of service,” stated Deborah Close, Inter Pipeline's Chair of the Board. “We wish them success in their future endeavours.”

“It has been extremely rewarding to have been part of growing this remarkable company,” noted Mr. Bayle. “Both Brent and I have been very fortunate to work with a talented workforce and are thankful for their commitment to Inter Pipeline, and its vision and values. Brent and I wish the company, its people and business partners all the best in the future and we will work closely with Brian and Paul over the coming weeks to support a smooth transition.”

Further Information for Inter Pipeline Shareholders
Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can access its portfolio either through Brookfield Infrastructure Partners L.P., a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation, a Canadian corporation.

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