KML Announces Independent Proxy Advisors have Endorsed the Pembina Transaction
CALGARY, Nov. 26, 2019 /PRNewswire/ - Kinder Morgan Canada Limited (TSX: KML) is pleased to announce that leading independent proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass Lewis) have recommended that the holders of KML’s restricted voting shares and special voting shares (together, the Voting Shareholders) vote in favour of the proposed acquisition of KML’s outstanding common equity by Pembina Pipeline Corporation (Pembina) by way of a statutory arrangement under the Business Corporations Act (Alberta) (the Arrangement). The special meetings of Voting Shareholders and holders of KML preferred shares (Preferred Shareholders) to approve the Arrangement are scheduled for December 10, 2019.
“We are pleased to have received the endorsement from both ISS and Glass Lewis for our arrangement with Pembina,” said KML Board Chairman and CEO Steve Kean. “We believe this transaction is highly beneficial to KML shareholders as they will have the opportunity to participate in a larger and growing platform of North American midstream energy assets. Additionally, the consideration to be received by Voting Shareholders represents an approximately 38% premium over the closing price of the KML restricted voting shares on August 20, 2019, the day prior to the transaction announcement.”
KML’s board of directors has unanimously determined that the Arrangement is fair to Voting Shareholders and Preferred Shareholders and is in the best interests of KML and unanimously recommends that Voting Shareholders and Preferred Shareholders vote in favour of the Arrangement.
Shareholders are reminded that the deadline to vote is fast approaching. Voting Shareholders must submit their votes by 9:00AM (Calgary time) on December 6, 2019 and Preferred Shareholders must submit their votes by 10:00AM (Calgary time) on December 6, 2019.
KML has retained Kingsdale Advisors to act as proxy solicitation agent and to answer information requests from shareholders. Kingsdale Advisors can assist shareholders with voting their shares and may be contacted toll-free at 1-866-581-0506 or by collect call outside of North America at 416-867-2272 or by email at firstname.lastname@example.org.
About Kinder Morgan Canada Limited (TSX: KML). KML manages and is the holder of an approximately 30 percent minority interest in a portfolio of strategic energy infrastructure assets across western Canada. Kinder Morgan, Inc. (NYSE: KMI) holds an approximately 70 percent majority voting interest in KML and a corresponding 70 percent economic interest in KML’s business and assets. KML focuses on stable, fee-based energy transportation and storage assets that are central to the energy infrastructure of Western Canada. We strive to promote shareholder value by increasing utilization of our existing assets while controlling costs and operating in a safe and environmentally responsible way. For more information visit kindermorgancanadalimited.com.
This news release includes “forward-looking information,” and “forward-looking statements” within the meaning of applicable securities laws (forward-looking statements). Generally the words “expects,” “believes,” “anticipates,” “will,” “shall,” and similar expressions identify forward-looking statements, which are generally not historical in nature. Forward-looking statements in this news release include statements, express or implied, concerning, without limitation: the special meetings of Voting Shareholders and Preferred Shareholders and the anticipated benefits of the Arrangement. Forward-looking statements are not guarantees of performance. They involve significant risks, uncertainties and assumptions. Any forward-looking statements provided in this news release have been included for the purpose of providing information relating to management’s current expectations (which management believes are reasonable at this time) and plans for the future, are based on a number of significant assumptions and may not be appropriate, and should not be used, for any other purpose. Future actions, conditions or events may differ materially from those expressed in forward-looking statements. Many of the factors that will determine the success of Pembina following the closing of the Arrangement are beyond the ability of KML to control or predict. As noted above, the forward-looking statements in this news release are based on a number of material assumptions, including among others those discussed in this news release or inherent in the factors highlighted below. Among other things, specific factors that could cause actual results to differ from those indicated in the forward-looking statements provided in this news release include, without limitation: future trends, plans, strategies and expectation; the ability of Pembina to successfully integrate KML’s business in an effective manner and achieve expected benefits; general economic, market and business conditions; the supply and demand for commodity products; governmental and regulatory requirements and actions by government authorities, including changes in government policies, changes in environmental, tax and other laws or regulations and the interpretation thereof .
The foregoing list should not be construed to be exhaustive. In addition to the foregoing, important additional information respecting the material assumptions, expectations and risks applicable to forward-looking statements included in this news release are set out in KML’s press release dated December 3, 2018 regarding financial expectations for 2019 and KML’s Annual Report on Form 10-K for the year-ended December 31, 2018 (under the headings “Risk Factors,” “Information Regarding Forward-Looking Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere) and KML’s subsequent reports, which are available through the SEC’s EDGAR system at www.sec.gov, under KML’s profile on SEDAR at www.sedar.com and on KML’s website at ir.kindermorgancanadalimited.com. Shareholders and prospective investors are urged to review and carefully consider such information prior to making any investment decision in respect of their shares. The risk factors applicable to KML could cause actual results to vary materially from those contained in any forward-looking statements. KML disclaims any obligation, other than as required by applicable law, to update the forward-looking statements included in this release.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The Arrangement anticipates that the offer and sale of Pembina shares will be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 3(a)(10) of the Securities Act. Consequently, such shares will not be registered under the Securities Act or any state securities laws in the U.S.
In connection with the Arrangement, KML filed a definitive proxy statement with the SEC, which is publicly available (and which was first mailed to KML shareholders on November 14, 2019), as well as other materials. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain a free copy of the proxy statement and other materials at http://www.sec.gov, the SEC’s website, or from KML’s website ( www.kindermorgancanadalimited.com ) under the tab, “Investor Relations” and then under the heading “SEC Filings.”
KML and KMI, and their respective directors and certain of their executive officers, may be deemed, under SEC rules, to be participants in the solicitation of proxies from KML’s shareholders with respect to the proposed transaction. Information regarding KML’s officers and directors is included in KML’s definitive proxy statement for its 2019 annual meeting filed with the SEC on April 18, 2019. Information regarding KMI’s officers and directors is included in KMI’s definitive proxy statement for its 2019 annual meeting filed with the SEC on March 29, 2019. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, is set forth in the proxy statement and other materials filed with the SEC in connection with the proposed transaction.
SOURCE Kinder Morgan Canada Limited