Brookfield Infrastructure Partners L.P. (NYSE:BIP) announces its intention to acquire remaining stake 90.3% stake in Inter Pipeline Ltd. (TSX:IPL) for CAD 8.2 billion on February 10, 2021. Brookfield Infrastructure Partners L.P. entered into an agreement to acquire remaining stake 90.3% stake in Inter Pipeline Ltd on September 3, 2021. Under the terms of the offer dated, February 10, 2021, each shareholder of IPL will have the ability to elect to receive, per IPL share, CAD 16.5 in cash or 0.206 of a Brookfield Infrastructure class A exchangeable share. IPL shareholders will have the option to elect to receive all of their consideration in cash, subject to an aggregate limit of approximately CAD 4.9 billion, representing 76.2% of the offer's total consideration. Brookfield Infrastructure willing to consider increasing its offer if granted access to due diligence. The offer is fully financed with a maximum cash consideration of approximately CAD 4.9 billion (representing 76.2% of the offer's total consideration) and a maximum aggregate number of Brookfield Infrastructure shares issued of approximately 19 million (representing 23.8% of the Offer's total consideration). IPL will remain a standalone company based in Calgary. On June 2, 2021, Brookfield Infrastructure Partners agreed to acquire remaining stake 90.3% stake in Inter Pipeline Ltd. (TSX:IPL) for CAD 7.2 Billion. The offer on June 2, 2021, is revised to CAD 19.75 in cash or 0.225 of a Brookfield Infrastructure class A exchangeable share. On July 15, 2021, Brookfield Infrastructure Partners agreed to acquire remaining stake 90.3% stake in Inter Pipeline Ltd. (TSX:IPL) for CAD 8.2 Billion. The offer on July 15, 2021, is revised to CAD 20 in cash or 0.25 of a Brookfield Infrastructure class A exchangeable share.

The offer is subject to certain conditions of completion, including receipt of all necessary regulatory approvals, customary approval by the TSX and NYSE in relation to the issuance and listing of the additional Brookfield Infrastructure's shares contemplated by our offer, absence of material changes to the business and Brookfield Infrastructure owning not less than 66.67% of the IPL Shares, calculated on a fully diluted basis, after taking up IPL shares deposited under the offer and not withdrawn (in addition to the non-waivable statutory condition that more than 50% of the outstanding IPL Shares, excluding IPL Shares beneficially owned by Brookfield Infrastructure, are deposited under the offer and not withdrawn). The offer will be open for acceptance for 105 days following the commencement of the offer and will constitute a “Permitted Bid” for purposes of IPL's shareholder rights plan as approved by IPL shareholders on May 7, 2020. As of February 22, 2021, the deal has been changed from friendly to hostile and Brookfield Infrastructure Partners has commenced a conditional, unsolicited takeover bid to acquire remaining stake in Inter Pipeline. As of August 17, 2021, Brookfield announced that upon the successful conclusion of offer, we intend to commence a subsequent transaction to acquire the remaining shares that were not tendered. On March 8, 2021, the Inter Pipeline Board, based on the unanimous recommendation of the Special Committee comprised of independent directors, has unanimously concluded that the Hostile bid is inadequate, does not reflect full and fair value for the common shares and is not in the best interests of Inter Pipeline or its shareholders and unanimously recommends that Inter Pipeline' shareholders reject the Hostile bid and not tender their common shares. To reject the hostile bid, the shareholders are recommended to take no action. Inter Pipeline's Board recommends to reject the revised takeover offer presented by Brookfield Infrastructure Partners and simply take No action. Inter Pipeline Ltd.'s Board of Directors unanimously recommends that shareholders support the strategic share-exchange transaction with Pembina Pipeline Corporation and deem it as a superior offer to the revised Brookfield offer. The Inter Pipeline Board believes that the consideration under the Pembina arrangement has an implied value which is greater than the value of the revised Brookfield offer. As of July 14, 2021, The Alberta Securities Commission decided that the statutory minimum tender condition of the Offer be increased from a simple majority to 55% and that the Offer is required to include certain additional public disclosure with respect to Brookfield Infrastructures total return swaps. As of July 26, 2021, Brookfield Infrastructure Corporation Security Holder approved the offer. As of August 24, 2021, Brookfield Infrastructure Shareholder has approved the transaction. As of the close of business on August 20, 2021, a total of 253.93 million Common Shares have been validly tendered and not withdrawn, representing approximately 59.2% of the outstanding Common Shares and approximately 65.6% of the Common Shares excluding the Common Shares owned by the Offeror Group. As announced on August 20, 2021, all conditions to the offer have been satisfied. The offer is open for acceptance till June 7, 2021. As of June 4, 2021, Brookfield extended the tender period from June 7, 2021, to June 22, 2021 and is prepared to close within approximately 20 days. As of June 18, 2021, the offer is extended until July 13, 2021. As of June 21, 2021, Inter Pipeline's Board of Directors, following the receipt of the unanimous recommendation of the Special Committee of independent directors and financial and legal advice, reconfirms its unanimous recommendation that shareholders REJECT the Proposed June 18 Brookfield offer. As of July 14, 2021, Offer Expiry Time extended to Friday, August 6, 2021. As of August 6, 2021, Offer Expiry Time extended to August 20, 2021. As announced on August 20, 2021, the offer is extended till September 3, 2021, in order to provide remaining Inter shareholders time to tender.

BMO Capital Markets and Barclays Capital Canada Inc. acted as financial advisors; Jonathan See and Scott Bergen of McCarthy Tétrault LLP as legal advisor and Laurel Hill Advisory Group, LLC acted as strategic communications advisor and information agent to Brookfield Infrastructure Partners. TD Securities Inc. is acting as financial advisor and fairness opinion provider to IPL and Burnet, Duckworth & Palmer LLP and Dentons Canada LLP are acting as legal advisors to IPL and its Board of Directors. Weil, Gotshal & Manges LLP acted as legal advisor to J.P. Morgan Securities Canada Inc. has been retained by the Special Committee of Inter Pipeline' Board of Directors to assist in the strategic review. Kingsdale Advisors acted as information agent to Inter Pipeline in connection with the Hostile bid. Oliver Brahmst and David Johansen of White & Case LLP acted as legal advisor to Brookfield Infrastructure Partners. BMO Nesbitt Burns Inc. acted as legal advisor to Brookfield Infrastructure Partners.

Brookfield Infrastructure Partners L.P. (NYSE:BIP) completed the acquisition of remaining stake 90.3% stake in Inter Pipeline Ltd. (TSX:IPL) on September 3, 2021. Brookfield Infrastructure will acquire all remaining shares, which were not tendered under the offer, for same consideration as per the agreement entered dated September 3, 2021. Brookfield Infrastructure will seek to delist the Inter Pipeline common shares from trading on the Toronto Stock Exchange. Special meeting of the holders of common shares of Inter Pipeline will be held on October 28, 2021. The independent members of the board of directors of Inter Pipeline unanimously recommend that shareholders vote for the arrangement resolution. As of October 28, 2021, Brookfield Infrastructure completed the acquisition of all the remaining shares of Inter Pipeline Ltd. that were not tendered. The arrangement was approved at the special meeting of the holders of common shares of Inter Pipeline. It is anticipated that the Inter Pipeline Shares will be delisted from the Toronto Stock Exchange on or about the close of trading on November 1, 2021. Christian Bayle, President and Chief Executive Officer and Brent Heagy, Chief Financial Officer, stepped down from their management positions with Inter Pipeline. Christian Bayle also resigned from the Board of Directors of Inter Pipeline.