16 slides from Brookfield Infrastructure Corporation Class A's merger presentation, Jun 4, 2021
Slide 1: Offer to Acquire Inter Pipeline Ltd.
Offer to Acquire Inter Pipeline Ltd. Brookfield Infrastructure June 4, 2021 Filed by: Brookfield Infrastructure Corporation (Commission File No. 001-39250) and Brookfield Infrastructure Partners L.P. (Commission File No. 001-33632) Pursuant to Rule 425 under the Securities Act of 1933 Subject Compan
Slide 2: Disclaimer
Disclaimer This presentation 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. Any reference to Brookfield Infrastructure Partners L.P. and its institutional partners’ (“Brookfield Infrastructure”) offer
Slide 3: Notice to Shareholders in the United States
Notice to Shareholders in the United States In connection with the Offer, BIP and BIPC have filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 and Amendment No. 1 thereto, which contains a prospectus relating to the Offer. SHAREHOLDERS AND OTHER I
Slide 4: Brookfield Offer to Acquire Inter Pipeline Ltd.
Fully funded with no financing conditionality Brookfield has received all key regulatory and anti-trust approvals We have waived our previous 66 2/3% minimum tender condition High Degree of Certainty Brookfield Offer to Acquire Inter Pipeline Ltd. Bison Acquisition Corp, an entity managed by Brookfi
Slide 5: Background to the Offer
Background to the Offer Brookfield Infrastructure was provided access to IPL’s data room on May 14th, 91 days after we announced our intention to file the original offer. Carried out our confirmatory due diligence for two weeks and received cooperation from IPL Management. On May 31st, Brookfield In
Slide 6: Brookfield's Offer is Superior to Pembina Offer
Brookfield’s Offer is Superior to the Alternative Transaction Brookfield Offer Pembina Offer IPL Shareholder Considerations Aggregate consideration(1),(2) C$19.75 C$18.91 Cash consideration 74% cash 0% cash Speed to close ~20 days ~180 days (Q4 2021) Certainty of close No remaining approvals require
Slide 7: Reasons to Accept the Brookfield Offer
Reasons to Accept the Brookfield Offer Highest Upfront Consideration and Certainty of Value to Shareholders Immediate Liquidity for Shareholders Highest Degree of Transaction Certainty versus the Alternative Transaction Opportunity to Participate in Brookfield Infrastructure’s Global Infrastructure
Slide 8: Highest Upfront Consideration to Shareholders
Highest Upfront Consideration to Shareholders Premium to the Alternative Transaction 4.4% premium to Pembina’s share-based offer valued at $18.91 per share as of market close on June 1, 2021 The Offer provides, for those shareholders electing for cash, at least 74% of the consideration to be paid in
Slide 9: Superior Value to Shareholders
Superior Value to Shareholders Alternative Transaction offers no cash consideration, leaving IPL shareholders exposed to market volatility Trading value of the Alternative Transaction could be impacted over the next six months due to business environment risks such as potential tax code changes, com
Slide 10: Immediate Liquidity for Shareholders
Immediate Liquidity for Shareholders Brookfield Infrastructure has received all regulatory and anti-trust approvals. Our Offer is open for tender until June 22nd with take-up and payment within three business days 2 Our Offer allows IPL shareholders to receive full payment of their total considerati
Slide 11: Highest Degree of Transaction Certainty versus Alternative Transaction
Highest Degree of Transaction Certainty versus Alternative Transaction Brookfield Infrastructure’s Offer provides the highest level of certainty for shareholders 3 Brookfield Infrastructure Offer Alternative Transaction Key Regulatory Approvals Canadian Competition Bureau ü ûNot secured Canada Trans
Slide 12: Brookfield Infrastructure Has Delivered Significant Value to Shareholders
Brookfield Infrastructure Has Delivered Significant Value to Shareholders ANNUAL DISTRIBUTION GROWTH (US$/Unit)(2) ~10% CAGR Total return figures shown as at June 1, 2021, unless otherwise noted. Annual distribution have been adjusted for the 3-for-2 stock split effective September 14, 2016 and the
Slide 13: Opportunity to Participate in a World-Class Infrastructure Platform
Opportunity to Participate in a World-Class Infrastructure Platform BIPC has exposure to high-quality, long-life assets that provide essential products and services for the global economy Based on FFO for the last twelve months ended March 31, 2021, proforma a full year contribution from recently cl
Slide 14: Brookfield Infrastructure Has a Strong Track Record in ESG
Brookfield Infrastructure Has a Strong Track Record in ESG ESG has always been fully integrated into how we operate our business Ensure the well-being and safety of employees Mitigate the impact of our operations on the environment Conduct business according to the highest ethical and legal standard
Slide 15: Preserves Significant Canadian Jobs
Preserves Significant Canadian Jobs versus the Alternative Transaction Brookfield Infrastructure’s Offer preserves significant Canadian jobs in Alberta compared to the cost reduction-driven Alternative Transaction 5 ~1,150 Canadian IPL employees(1) As at December 31, 2020, per IPL disclosure. IPL ha
Slide 16: Tender Instructions
Tender Instructions Offer open until 5 p.m. MT on June 22, 2021 (the “Expiry Time”) To accept the Offer properly complete and execute the Letter of Transmittal and deposit it, at or prior to the Expiry Time, together with your certificate(s) or DRS advice(s) representing your Common Shares held in I