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Inter Pipeline, Pembina Deal Terminated

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Inter Pipeline’s Board of Directors will not be reconfirming its recommendation that shareholders of the company vote in favor of the Pembina Arrangement, therefore terminating the much-publicized deal, with Inter Pipeline agreeing to pay Pembina the termination fee of $350m.

On May 31 2021, Inter Pipeline entered into an agreement to pursue a business combination with Pembina, whereby Pembina agreed to acquire all the issued and outstanding Inter Pipeline common shares pursuant to a plan of arrangement. Inter Pipeline shareholders would have received 0.5 of a common share of Pembina for each Inter Pipeline common share they own under the Pembina Arrangement.

On July 19, 2021, an affiliate of Brookfield Infrastructure Partners made a revised offer with consideration, at the election of Inter Pipeline shareholders, of either (i) $20.00 in cash or (ii) 0.25 of a Brookfield Infrastructure Corporation class A exchangeable subordinate voting share for each Inter Pipeline share, subject to proration in the case of the BIPC Shares.

Inter Pipeline’s Board of Directors is open to engaging with Brookfield in an effort to reach a mutually agreeable transaction in the best interests of shareholders. Inter Pipeline will be able to make a formal recommendation on the Revised Brookfield Offer in due course.

Pembina’s president and CEO, Mick Dilger said, “The industrial logic of a combined Pembina and Inter Pipeline remains unparalleled and the value creation between certain of our assets is impossible to replicate by any other entity. While we are disappointed with this outcome, we will continue to seek opportunities for growth through focused acquisitions.”

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