CALGARY, Sept. 10, 2019 /CNW/ - Pembina Pipeline
Corporation ("Pembina" or the "Company") (TSX: PPL; NYSE: PBA)
today announced that it has agreed with Kinder Morgan Canada
Limited (TSX: KML) ("KML") to amend and restate the previously
announced arrangement agreement dated August
20, 2019 (the "Arrangement Agreement") to include the
preferred shares of KML in the arrangement transaction pursuant to
which Pembina will acquire KML (the "Transaction"). If requisite
approval by the holders of KML preferred shares is obtained, upon
closing of the Transaction, each outstanding KML preferred share of
a series will be exchanged for one preferred share of Pembina with
the same commercial terms and conditions as that series of KML
preferred shares. The inclusion of KML preferred shares in
the Transaction is subject to approval by at least 66 2/3 percent
of the votes cast by holders of KML preferred shares, voting
together as a single class, present in person or represented by
proxy at the special meeting of the holders of KML preferred shares
to be held to approve the Transaction, but is not a condition to
closing of the Transaction. If KML preferred shareholders do not
approve the Transaction but all other conditions to closing are
satisfied or waived by the applicable party, the KML preferred
shares will remain outstanding as shares in the capital of KML,
which will be part of the Pembina group following completion of the
Transaction.
Further information regarding the Transaction will be contained
in a proxy statement of KML that it will prepare, file and mail to
its shareholders in due course in connection with KML voting and
preferred special shareholders meetings.
A copy of the amended and restated Arrangement Agreement with
respect to the Transaction will be filed under Pembina's profile on
SEDAR at www.sedar.com and on the Company's website at
www.pembina.com.
About Pembina
Calgary-based Pembina Pipeline
Corporation is a leading transportation and midstream service
provider that has been serving North
America's energy industry for 65 years. Pembina owns an
integrated system of pipelines that transport various hydrocarbon
liquids and natural gas products produced primarily in western
Canada. The Company also owns gas
gathering and processing facilities; an oil and natural gas liquids
infrastructure and logistics business; is growing an export
terminals business; and is currently constructing a petrochemical
facility to convert propane into polypropylene. Pembina's
integrated assets and commercial operations along the majority of
the hydrocarbon value chain allow it to offer a full spectrum of
midstream and marketing services to the energy sector. Pembina is
committed to identifying additional opportunities to connect
hydrocarbon production to new demand locations through the
development of infrastructure that would extend Pembina's service
offering even further along the hydrocarbon value chain. These new
developments will contribute to ensuring that hydrocarbons produced
in the Western Canadian Sedimentary Basin and the other basins
where Pembina operates can reach the highest value markets
throughout the world.
Purpose of Pembina:
To be the leader in delivering integrated infrastructure
solutions connecting global markets;
- Customers choose us first for reliable and value-added
services;
- Investors receive sustainable industry-leading total
returns;
- Employees say we are the 'employer of choice' and value
our safe, respectful, collaborative and fair work culture; and
- Communities welcome us and recognize the net positive
impact of our social and environmental commitment.
Pembina is structured into three Divisions: Pipelines Division,
Facilities Division and Marketing & New Ventures Division.
Pembina's common shares trade on the Toronto and New
York stock exchanges under PPL and PBA, respectively. For
more information, visit www.pembina.com.
Forward-Looking Information and Statements
This document contains certain forward-looking statements and
information (collectively, "forward-looking statements") within the
meaning of the "safe harbor" provisions of applicable securities
legislation that are based on Pembina's current expectations,
estimates, projections and assumptions in light of their experience
and their perception of historical trends. In some cases,
forward-looking statements can be identified by terminology such as
"expects", "will", "would", "anticipates", "plans", "estimates",
"develop", "intends", "potential", "continue", "could", "create",
and similar expressions suggesting future events or future
performance.
In particular, this press release contains forward-looking
statements, including certain financial outlooks, pertaining to,
without limitation, the following: the Transaction, including the
approval of the KML shareholders, the different outcomes based on
the result of the approval vote of KML preferred shareholders and
the proxy statement of KML and the filing of the amended and
restated Arrangement Agreement.
These forward-looking statements and information are being
made by Pembina based on certain assumptions that Pembina have made
in respect thereof as at the date of this news release, including:
the ability of the parties to satisfy the conditions to closing of
the Transaction in a timely manner and substantially on the terms
described in this press release; that favourable circumstances
continue to exist in respect of current operations and current and
future growth projects (including the ability to finance operations
and such projects on favorable terms), future levels of oil and
natural gas development, potential revenue and cash flow
enhancement; future cash flows; future expected adjusted EBITDA and
expected incremental adjusted EBITDA, with respect to Pembina's
future dividends and results: prevailing commodity prices, margins
and exchange rates, that the combined entities future results of
operations will be consistent with past performance and management
expectations in relation thereto; the continued availability of
capital at attractive prices to fund future capital requirements
relating to existing assets and projects, including but not limited
to future capital expenditures relating to expansion, upgrades and
maintenance shutdowns; the success of growth projects; future
operating costs; that counterparties to material agreements will
continue to perform in a timely manner; that there are no
unforeseen events preventing the performance of contracts; and that
there are no unforeseen material construction or other costs
related to current growth projects or current operations.
Although Pembina believes that the expectations and material
factors and assumptions reflected in these forward-looking
statements are reasonable as of the date hereof, there can be no
assurance that these expectations, factors and assumptions will
prove to be correct.
These forward-looking statements are not guarantees of future
performance and are subject to a number of known and unknown risks
and uncertainties, which may cause actual performance and financial
results to differ materially from the results expressed or implied,
including, but not limited to: the ability of the parties to
receive, in a timely manner, the necessary regulatory, court,
securityholder, stock exchange and other third-party approvals,
including but not limited to the receipt of applicable competition
approvals; the ability of the parties to satisfy, in a timely
manner, the other conditions to the closing of the Transaction; the
failure to realize the anticipated benefits or synergies of the
Transaction following closing due to integration issues or
otherwise and expectations and assumptions concerning, among other
things: customer demand for the combined company's services;
commodity prices and interest and foreign exchange rates; planned
synergies, capital efficiencies and cost-savings; applicable tax
laws; future production rates; the sufficiency of budgeted capital
expenditures in carrying out planned activities; and the
availability and cost of labour and services; non-performance of
agreements in accordance with their terms; the impact of
competitive entities and pricing; reliance on key industry
partners, alliances and agreements; the strength and operations of
the oil and natural gas production industry and related commodity
prices; the continuation or completion of third-party projects; the
regulatory environment and the ability to obtain required
regulatory approvals; fluctuations in operating results; lower than
anticipated results of operations and accretion from Pembina's
business initiatives; the ability of Pembina to raise sufficient
capital (or to raise capital on favourable terms) to complete
future projects and satisfy future commitments and certain other
risks detailed from time to time in Pembina's public disclosure
documents including, among other things, those detailed under the
heading "Risk Factors" in Pembina's management's discussion and
analysis and annual information form for the year ended
December 31, 2018, which can be found
at www.sedar.com Pembina's profile. In addition, the closing
of the Transaction may not be completed, or may be delayed if the
parties' respective conditions to the closing of the Transaction,
including the timely receipt of all necessary regulatory approvals,
are not satisfied on the anticipated timelines or at all.
Accordingly, there is a risk that the Transaction will not be
completed within the anticipated time, on the terms currently
proposed and disclosed in this press release or at all.
The forward-looking statements contained in this document are
expressly qualified by this cautionary statement.
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SOURCE Pembina Pipeline Corporation