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Pembina Pipeline Corporation — Proxy Solicitation & Information Statement 2021
Jul 5, 2021
46652_rns_2021-07-05_e19bc8ce-8755-4650-86da-cf51fa993134.pdf
Proxy Solicitation & Information Statement
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VOTE TODAY – STRATEGIC COMBINATION AT $20.06[1] PER INTER PIPELINE SHARE
YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN
On May 31, 2021, Pembina and Inter Pipeline entered into an agreement (the “Strategic Combination”) to create one of the largest and best positioned energy infrastructure companies in Canada. Together the companies’ diversified and integrated asset base can support and grow an extensive value chain for natural gas, natural gas liquids and crude oil, from wellhead to end user that far exceeds anything either company can do separately.
Under the Strategic Combination, Inter Pipeline shareholders will receive 0.5 shares of Pembina for each share of Inter Pipeline. This represents immediate value of $20.06 per share based on the closing price of Pembina's common shares on June 25, 2021.
Once completed, the highly complementary asset base is expected to lead to opportunities for significant expansion, customer benefits, material efficiencies and ultimately enhanced value for our shareholders. With Pembina and Inter Pipeline shareholders expected to own 72% and 28%, respectively, of the combined company, the significant benefits of the Strategic Combination outlined below will accrue to the shareholders of both companies.
Significant benefits of Pembina’s Strategic Combination with Inter Pipeline include:
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Premium valuation for Inter Pipeline shares surfaced through a comprehensive strategic review process overseen by a special committee of the independent directors of Inter Pipeline
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4.8% increase to Pembina’s common share dividend upon closing, with an additional equivalent increase upon Heartland Petrochemical Complex going into service in 2022
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Immediate 175% dividend increase for Inter Pipeline shareholders
Tax-free rollover for taxable Canadian Inter Pipeline shareholders
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$7 billion+ of potential growth opportunities and related job creation
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Meaningful business synergies
Ownership of a large-cap, highly liquid security
Participation in upside of Heartland Petrochemical Complex
High degree of regulatory and closing certainty
Strong and aligned environmental, social and governance priorities
1 Based on the June 25, 2021 closing price of Pembina of $40.11.
Pembina and Inter Pipeline will each be hosting a shareholder meeting on July 29, 2021 to vote on the transaction. Shareholders are encouraged to review the details within the enclosed joint information circular regarding the proposed combination, the shareholder meeting dates and process and, importantly, how to vote.
There has never been a more exciting time for Pembina and Inter Pipeline. There will be an impressive portfolio of growth opportunities that will allow the combined company to continue to build on its position as one of the largest energy infrastructure companies in Canada and foundation for the economy of Western Canada. Together, it will create a stronger entity capable of proudly delivering the energy that the world needs, where it needs it, while simultaneously creating a better future for all Canadians through job creation, environmental stewardship including the reduction of carbon emissions, and building meaningful, mutually-beneficial relationships with local and Indigenous communities.
YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN
If your shares are held in the name of a broker, bank, trustee or other nominee, please follow the instructions on the voting instruction form furnished by such broker, bank, trustee or other nominee, as appropriate. If you have any questions concerning the merger agreement or this joint proxy statement/prospectus, would like additional copies or need help voting your shares, please contact:
North American Toll Free Phone (IPL Shareholders)
1.877.659.1820
North American Toll Free Phone (Pembina Shareholders)
1.877.657.5859
Fax: 416.867.2271
Toll Free Facsimile: 1.866.545.5580
Outside North America, Banks and Brokers Call Collect: 416.867.2272