Inter Pipeline rejects revised hostile takeover offer by Brookfield Infrastructure
Inter Pipeline Ltd. has rejected a revised hostile takeover offer by Brookfield Infrastructure Partners LP that allows shareholders to receive their payment entirely in cash instead of a mix of cash and shares if they want.
The company urged shareholders to reject the offer and support its friendly all-stock deal to be bought by Pembina Pipeline Corp., which would see shareholders receive half a Pembina share for each Inter Pipeline share they hold.
Inter Pipeline said Monday it continues to believe its deal with Pembina provides greater value for shareholders.
"Brookfield's latest bid variation, the removal of its cash proration condition, does not change our view that the Pembina Arrangement remains the superior proposal and is in the best interests of Inter Pipeline and its shareholders," Inter Pipeline chair Margaret McKenzie said in a statement.
Brookfield Infrastructure said last week it would eliminate a cap on the amount of cash available under its proposal after what it says was feedback from institutional and event-driven investors.
It has offered $19.50 in cash or 0.225 of a Brookfield Infrastructure class-A exchangeable share for each Inter Pipeline share. It has also said that it is prepared to increase the cash portion of its bid by up to 90 cents per share if it is successful in its challenge at the Alberta Securities Commission of a $350-million break fee Inter Pipeline would have to pay Pembina.
In its own application to the Alberta regulator, Inter Pipeline is seeking to force Brookfield Infrastructure to provide greater disclosure related to a total return swap that it says gives it economic exposure to 9.9 per cent of Inter Pipeline's shares in addition to the 9.75 per cent stake in the company it owns.
Inter Pipeline and Pembina are concerned Brookfield may use the total return swap in an effort to block shareholder approval of the Pembina deal.
Pembina's offer for Inter Pipeline requires approval by a two-thirds majority vote by Inter Pipeline shareholders as well as a simple majority vote by Pembina shareholders and regulatory approvals.
Pembina said it is important that all shareholders involved in a large transaction be given transparency and a fair, unencumbered process to choose the deal that they determine to be in their best interests.
"This is equally important for sophisticated investors and individual retail holders," Pembina chief executive Mick Dilger said in a statement.
"Brookfield cannot use its 'block' of shares to threaten the strategic merger with Pembina, while at the same time claiming that it does not control these shares and that they count toward acceptance of its tender offer. Brookfield is clearly conflicted and must step back and let Inter Pipeline's other shareholders choose the best offer."
This report by The Canadian Press was first published June 21, 2021.
CTVNews.ca Top Stories
From outer space? Sask. farmers baffled after discovering strange wreckage in field
A family of fifth generation farmers from Ituna, Sask. are trying to find answers after discovering several strange objects lying on their land.
NEW Iconic Canadian song turns 50
Andy Kim's 'Rock Me Gently' is marking a major milestone, as it celebrates its 50th anniversary.
Oprah Winfrey: I set an unrealistic standard for dieting
Oprah Winfrey said on Thursday evening that she has long played a role in promoting unhealthy and unrealistic diets.
Prince Harry, Meghan arrive in Nigeria to champion the Invictus Games and meet with wounded soldiers
Prince Harry and his wife, Meghan, arrived in Nigeria on Friday to champion the Invictus Games, which he founded to aid the rehabilitation of wounded and sick servicemembers and veterans, among them Nigerian soldiers fighting a 14-year war against Islamic extremists.
Countries struggle to draft 'pandemic treaty' to avoid mistakes made during COVID
After the coronavirus pandemic triggered once-unthinkable lockdowns, upended economies and killed millions, leaders at the World Health Organization and worldwide vowed to do better in the future. Years later, countries are still struggling to come up with an agreed-upon plan for how the world might respond to the next global outbreak.
Toronto police called to Drake's Bridle Path mansion for another alleged intruder on Thursday
Toronto police say a man who allegedly attempted to access Drake’s Bridle Path property was taken to hospital on Thursday after an altercation with security guards.
Ontario family receives massive hospital bill as part of LTC law, refuses to pay
A southwestern Ontario woman has received an $8,400 bill from a hospital in Windsor, Ont., after she refused to put her mother in a nursing home she hated -- and she says she has no intention of paying it.
Flat tire on a highway? Here's why you shouldn't try to fix it
If you're cruising down a highway and realize you have a flat tire, you may want to think twice before stopping to fix it on the side of the road.
Storm-battered U.S. South is again under threat. A boy swept into a drain fights for his life
Dangerous storms crashed over parts of the U.S. South on Thursday even as the region cleaned up from earlier severe weather that spawned tornadoes, killed at least three people, and gravely injured a boy who was swept into a storm drain as he played in a flooded street.