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.
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 email@example.com.
INTER PIPELINE DIRECTORS’ CIRCULARS
We urge you to carefully read the attached Directors’ Circulars which provides the complete background to the Hostile Bid and outlines the full list of compelling reasons to REJECT the Unsolicited Takeover Offer:
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
The following news releases have been issued by Inter Pipeline.
Presentations & Events
AGM 2021 & How to Vote