KML Announces Competition Act Clearance for Pembina Transaction
CALGARY, Nov. 20, 2019 /PRNewswire/ - Kinder Morgan Canada Limited (TSX: KML) today announced that it and Pembina Pipeline Corporation (Pembina) have received a “no-action letter” from the Canadian Competition Bureau confirming that the Commissioner of Competition does not intend to challenge the proposed acquisition of KML’s outstanding common equity by Pembina by way of a statutory arrangement under the Business Corporations Act (Alberta) (the Arrangement).
The receipt of the “no-action letter” satisfies the last material regulatory condition necessary for completion of the Arrangement. The Arrangement is expected to close in December 2019, subject to approval of the Arrangement by the holders of KML’s restricted voting shares and special voting shares at the special meeting scheduled for Tuesday, December 10, 2019; receipt of the final order of the Court of Queen’s Bench of Alberta at the application scheduled for the same date; the concurrent completion of the sale of the U.S.-regulated Cochin pipeline system from Kinder Morgan, Inc. to Pembina; and, satisfaction of other customary closing conditions.
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 proposed Arrangement, securityholder approvals of the Arrangement, the ability of KML and Pembina to satisfy other conditions to closing of the Arrangement and the timing of closing. 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 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 successful closing of the Arrangement are beyond the ability of KML to control or predict. As noted above, the forward-looking statements in this 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: the ability of the parties to receive, in a timely manner, the necessary regulatory, court, securityholder, stock exchange and other third-party approvals; and the ability of the parties to satisfy, in a timely manner, the other conditions to closing of the transactions, including the concurrent closing of the sale of the U.S.-regulated Cochin pipeline system by Kinder Morgan, Inc. to Pembina.
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