Inter Pipeline & Pembina

Creating a more valuable, highly integrated business across the energy infrastructure value chain.

Complete your Proxy Form by July 27, 2021.

As usual, you may provide voting instructions before the meeting by completing the form of proxy or voting instruction form that has been provided to you. Please complete the form of proxy from your shareholder package and submit it to Inter Pipeline’s transfer agent and registrar, Computershare Trust Company of Canada, as soon as possible but not later than 10:00 a.m. MT on July 27, 2021.

INTER PIPELINE RECEIVES FAVOURABLE RULING FROM ALBERTA SECURITIES COMMISSION (ASC) – July 12, 2021: In response to applications from Inter Pipeline and Pembina regarding Brookfield’s unprecedented use of total return swaps in connection with its unsolicited bid, the ASC stated in its oral decision: “We find Brookfield’s use and disclosure relating to the total return swap was clearly abusive to the Inter Pipeline shareholders and the capital market, and as such contrary to the public interest.” The ASC also noted that the disclosure in the Brookfield bid does not comply with securities requirements and that Brookfield’s limited disclosure regarding the total return swap adversely affected Inter Pipeline’s shareholders.

Margaret McKenzie, Chair of the Inter Pipeline board of directors, stated: “With the ASC’s favourable decision, our shareholders can proceed to VOTE FOR the Pembina Arrangement without the risk that Brookfield will be permitted to further increase its aggregate share and swap position to frustrate the ability of shareholders to choose. We remain firmly of the view that the Pembina Arrangement will create a compelling new Canadian-based business with a great future, and represents the best outcome for our shareholders.”

The Inter Pipeline Board recommends that Shareholders APPROVE the strategic share-exchange transaction with Pembina and REJECT the Revised Brookfield Offer

As announced on June 1, 2021, Inter Pipeline and Pembina Pipeline Corporation (“Pembina”) have entered into an Arrangement Agreement (“the Pembina Arrangement”) under which Shareholders will receive, for each Inter Pipeline common share, 0.50 of a common share of Pembina. The special committee of independent directors of the board of directors and the Board of Inter Pipeline unanimously recommend that IPL Shareholders APPROVE an all share transaction with Calgary-based Pembina Pipeline Corporation at an annual and special meeting of Shareholders to be held on July 29, 2021. For more information on how to participate in the annual and special meeting of Shareholders, click here.

“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 VOTE FOR the Pembina Arrangement.”

—  Margaret McKenzie, Chair of the Board and the Special Committee

Reasons to Vote FOR the Strategic Combination with Pembina

Retain your Interest in the Heartland Petrochemical Complex (HPC)

With the strategic combination with Pembina, shareholders will retain, as holders of Pembina Common Shares, an implicit 28% interest in HPC, which is expected to provide material upside with $400 million to $450 million of EBITDA in 2023 (the first full year of operations) and $450 million to $500 million of long-term annual EBITDA. Under the Revised Brookfield Offer, the upside to shareholders from HPC (and from Inter Pipeline’s other assets) may not be available or would be so diluted as to be unnoticeable.

Dividend Upside

Upon closing of the strategic combination with Pembina, Shareholders who retain Pembina Common Shares will benefit from an immediate 175% increase to their current monthly dividend of $0.04 per common share.

This assumes an increase in the Pembina dividend to $0.22 per Pembina common share, as well as a further increase of $0.01 to the monthly dividend which Pembina has confirmed its intention to implement following the successful commissioning and in-service date of HPC. Shareholders who retain Pembina Common Shares pursuant to the strategic combination with Pembina will have the opportunity to participate in future dividend growth on Pembina Common Shares.

Note: Dividend yield as of May 31, 2021; Based on Pembina’s guidance of a $0.23 per month dividend following the successful commission and start-up of HPC, Pembina’s dividend yield would be 7.1%.

Learn more about the synergies and long-term shareholder benefits of the strategic combination with Pembina:

NO ACTION IS REQUIRED to REJECT the Unsolicited Takeover Offer

The Revised Brookfield Offer is not in your best interest as a Shareholder of Inter Pipeline. REJECT the Revised Brookfield Offer. DO NOT TENDER your shares.

In order to REJECT the Revised Brookfield Offer, Shareholders should simply TAKE NO ACTION and ignore any materials sent by Brookfield in connection with the Revised Brookfield Offer. Shareholders who have already tendered their Common Shares and require assistance withdrawing them should contact their broker or Inter Pipeline’s Information Agent and strategic shareholder advisor, Kingsdale Advisors, by North American toll free phone call at 1-877-659-1820 (416-867-2272 for collect calls outside North America) or by email at contactus@kingsdaleadvisors.com

Join Us: Virtual Tour of HPC

Join HPC Project Director Neil Montgomery for a behind-the-scenes look at the Heartland Petrochemical Complex.

The Future Is Bright;

Learn What Inter Pipeline Management Has To Say About The Heartland Petrochemical Complex

In The News

News Releases

The following news releases have been issued by Inter Pipeline.

July 12, 2021
Inter Pipeline Receives Favourable Ruling From Alberta Securities Commission

July 5, 2021
Inter Pipeline Files Joint Information Circular In Support of Strategic Combination with Pembina

June 21, 2021
Inter Pipeline Acknowledges Brookfield’s Intention to Revise its Unsolicited Offer; Board Reconfirms Support for Strategic Combination with Pembina

June 10, 2021
Inter Pipeline Reconfirms Support for Strategic Combination with Pembina; Rejection of Revised Brookfield Offer

June 1, 2021
Inter Pipeline Continues to Recommend Rejection of Brookfield’s Hostile Bid

June 1, 2021
Pembina and Inter Pipeline to Combine Highly Integrated and Complementary Businesses to Accelerate Long-term Strategic Plan

April 29, 2021
Inter Pipeline Board Focused on Maximizing Value for All Shareholders

April 22, 2021
Inter Pipeline Provides Update on Heartland Petrochemical Complex

March 31, 2021
Inter Pipeline Modifies Shareholder Rights Plan To Support Strategic Alternatives Review

March 9, 2021
Inter Pipeline Board of Directors Unanimously Recommends Shareholders Reject Brookfield’s Hostile Bid

February 22, 2021
Inter Pipeline Urges Shareholders to Take No Action with Respect to Unsolicited Takeover Bid by an Affiliate of Brookfield Infrastructure

February 18, 2021
Inter Pipeline Initiates Comprehensive Strategic Review Process to Maximize Shareholder Value

February 11, 2021
Inter Pipeline Provides Statement on Brookfield Infrastructure Partners’ Intention to Make Unsolicited Bid

Contact

Contact Inter Pipeline’s Information Agent

Kingsdale Advisors
Email: contactus@kingsdaleadvisors.com
Tel: 1-877-659-1820 (toll-free in North America)
Tel: 416-867-2272 (for collect calls outside North America)

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
Company Spokesperson
Email: mediarelations@interpipeline.com
Tel: 587-475-1118 or 1-866-716-7473

Stay up to date

Follow Inter Pipeline’s Twitter and LinkedIn accounts to stay up to date on the latest news. Use and follow the hashtag #VoteYes4Pembina