Glass Lewis backs Brookfield’s Inter Pipeline bid over Pembina’s

Brookfield Infrastructure Partners said proxy advisory firm Glass Lewis has backed its offer for Inter Pipeline over a rival bid from Pembina Pipeline Corp.

Brookfield Infrastructure Partners said proxy advisory firm Glass Lewis has backed its offer for Inter Pipeline over a rival bid from Pembina Pipeline Corp. The announcement follows an earlier statement by Institutional Shareholder Services that it supports Brookfield’s proposal. Brookfield this month increased its offer for Inter Pipeline, a Calgary-based oil and gas transportation company, to C$8.6 billion (US$6.7 billion).

PRESS RELEASE

Leading Independent Proxy Advisor, Glass Lewis, Recommends Inter Pipeline Shareholders Vote AGAINST the Pembina Transaction

BROOKFIELD, NEWS, July 23, 2021 (GLOBE NEWSWIRE) — Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), together with its institutional partners (collectively, “Brookfield Infrastructure”) agree with the recommendation from Glass Lewis to vote AGAINST the Alternative Transaction.

Consistent with the objective and impartial analysis of ISS in arriving at its recommendation, Glass Lewis considers the value of Brookfield Infrastructure’s revised offer to be meaningfully higher than the Alternative Transaction and cited the certainty of value and liquidity of its all-cash option.

Glass Lewis stated that, “We consider Brookfield’s latest revised offer, announced on July 15, 2021, provides for 100% cash consideration at a value which meaningfully exceeds both the headline value and the prevailing synergized value of the Pembina merger consideration…we remain cognizant of the execution and integration risks associated with the proposed merger [with Pembina] and the ongoing market and commodity price risk, among others, related to an ongoing equity investment in the combined company.”

With vote AGAINST recommendations from two prominent proxy advisor firms Glass Lewis and ISS, providing objective and independent advice, combined with Pembina’s announcement that it is not prepared to increase or otherwise change its consideration, Brookfield Infrastructure reaffirms its strong belief that its offer to IPL (TSX:IPL) shareholders is superior. IPL shareholders should vote AGAINST the Alternative Transaction well in advance of IPL’s July 27, 2021 proxy voting deadline.

Given the superior value, flexibility, and certainty of our offer, we encourage IPL shareholders to tender to our offer which is open for acceptance until 5:00 p.m. (Mountain Time) on August 6, 2021.

Advisors
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 proxy solicitation and information agent.

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. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further information is available at www.brookfield.com/infrastructure.

Brookfield Infrastructure Partners is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with over US$600 billion of assets under management. For more information, go to www.brookfield.com.

Additional Information Regarding Proxy Solicitation
Brookfield Infrastructure is soliciting proxies through this press release pursuant to an order of the Alberta Securities Commission dated June 29, 2021, allowing Brookfield Infrastructure to solicit proxies through public broadcast without Brookfield Infrastructure filing a proxy circular. Brookfield Infrastructure is soliciting proxies in respect of IPL and the annual general and special meeting of shareholders of IPL to be held on July 29, 2021 (the “IPL Meeting”). IPL’s head office is located at Suite 3200, 215 – 2nd Street SW, Calgary, Alberta, T2P 1M4.

Brookfield Infrastructure has engaged Laurel Hill Advisory Group as their strategic advisor and proxy solicitation agent to assist Brookfield Infrastructure in the solicitation of proxies from IPL shareholders for the IPL Meeting. The total cost of these proxy solicitation services is up to approximately $100,000, plus reasonable out of-pocket expenses. Brookfield Infrastructure will bear the costs of this solicitation.

In addition to revocation in any other manner permitted by law, a registered IPL shareholder may revoke or change a previously made proxy vote: (a) by accessing the IPL Meeting by following the instructions under the heading “How to Participate at the IPL Shareholders’ Meeting” in the Joint Information Circular of IPL and Pembina dated June 29, 2021 in respect of the IPL Meeting and voting their IPL shares during the designated time; (b) by an instrument in writing executed by the IPL shareholder or such IPL shareholder’s attorney authorized in writing or, if the IPL shareholder is a corporation, under its corporate seal or by an officer or attorney thereof, duly authorized, indicating the capacity under which such officer or attorney is signing and deposited with Computershare, the transfer agent of IPL, at the office designated in the Notice of Special Meeting of IPL Shareholders dated June 29, 2021 not later than 10:00 a.m. (Calgary time), on the business day preceding the day of the IPL Meeting (or any adjournment or postponement thereof); or (c) by a duly executed and deposited proxy as provided herein bearing a later date or time than the date or time of the proxy being revoked. IPL shareholders who hold their shares through a bank, broker or other intermediary are encouraged to follow the instructions provided to them from their applicable intermediary as they differ from those of registered shareholders (shareholders who hold IPL shares in their own name). Alternatively, IPL shareholders may contact Laurel Hill for assistance.

Brookfield Infrastructure beneficially own and exercise control or direction over 41,848,857 IPL shares. Additionally, Brookfield Infrastructure has economic exposure to an aggregate of 42,492,698 IPL shares pursuant to a cash-settled total return swap. The cash-settled total return swap affords economic exposure to IPL shares, but does not give Brookfield Infrastructure any right to vote, or direct or influence the voting, acquisition, or disposition of any IPL shares.

No Offer or Solicitation
This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. The offer to acquire IPL securities and to issue securities of Brookfield Infrastructure Corporation will be made solely by, and subject to the terms and conditions set out in the formal offer to purchase and bid circular and accompanying letter of transmittal and notice of guaranteed delivery.