HOUSTON, TX, Dec. 6, 2018 /PRNewswire/ - Spectra Energy
Partners, LP (NYSE: SEP) (SEP) today announced that the period for
unitholders of SEP to return their written consents with respect to
the merger (the Merger) of SEP and a wholly owned subsidiary of
Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge) will expire on
December 12, 2018.
The Merger will be effected pursuant to an Agreement and Plan of
Merger dated as of August 24, 2018
(the Merger Agreement) and will result in Enbridge (through a
wholly owned subsidiary) acquiring all of the outstanding public
common units of SEP and SEP becoming an indirect, wholly owned
subsidiary of Enbridge. Pursuant to the Merger Agreement, at the
closing, each public common unit of SEP will be exchanged for 1.111
common shares of Enbridge.
The Board of Directors of the general partner of SEP recommends
that SEP unitholders approve the Merger and the Merger Agreement.
In addition, Institutional Shareholder Services Inc. (ISS), a
leading independent proxy advisory firm, has also recommended that
SEP unitholders approve the Merger and the Merger Agreement.
SEP unitholders of record as of the close of business on
November 5, 2018, are entitled to
execute and deliver to SEP a written consent with respect to the
Merger and the Merger Agreement. SEP encourages its unitholders to
return their written consents as soon as possible but no later than
11:59 p.m. (Eastern Time) on
December 12, 2018. Copies of the
consent solicitation statement/prospectus related to the
transaction and related documents are available on EDGAR at
www.sec.gov.
Unitholders who have questions or require assistance in
submitting their written consents may direct their inquiry to the
proxy solicitation agent, D.F. King & Co., Inc., by calling
toll free in North America at
(888) 777-0320 or by email at enbridge@dfking.com.
The transaction is expected to close December 17, 2018, pursuant to the terms of the
Merger Agreement.
FORWARD-LOOKING INFORMATION
This news release includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward looking
statements are based on the beliefs and assumptions of Enbridge,
Enbridge Energy Partners, L.P. ("EEP"), Enbridge Energy Management,
L.L.C. ("EEQ"), SEP, and Enbridge Income Fund Holdings Inc. ("ENF"
and, together with EEP, EEQ and SEP, the "Sponsored Vehicles").
These forward-looking statements are identified by terms and
phrases such as: anticipate, believe, intend, estimate, expect,
continue, should, could, may, plan, project, predict, will,
potential, forecast and similar expressions and include, but are
not limited to, statements regarding the expected closing,
consummation, completion, timing and benefits of the acquisitions
of the Sponsored Vehicles (collectively, the "Proposed
Transactions"), the expected synergies and equityholder value to
result from the combined companies, the expected levels of cash
distributions or dividends by the Sponsored Vehicles to their
respective shareholders or unitholders, the expected levels of
dividends by Enbridge to its shareholders, the expected financial
results of Enbridge and its Sponsored Vehicles and their respective
affiliates, and the future credit ratings, financial condition and
business strategy of Enbridge, its Sponsored Vehicles and their
respective affiliates.
Although Enbridge and its Sponsored Vehicles believe these
forward-looking statements are reasonable based on the information
available on the date such statements are made and processes used
to prepare the information, such statements are not guarantees of
future performance and readers are cautioned against placing undue
reliance on forward-looking statements. By their nature, these
statements involve a variety of assumptions, known and unknown
risks and uncertainties and other factors, which may cause actual
results, levels of activity and achievements to differ materially
from those expressed or implied by such statements. Material
assumptions include assumptions about the following: the expected
supply of and demand for crude oil, natural gas, natural gas
liquids ("NGL") and renewable energy; prices of crude oil, natural
gas, NGL and renewable energy; exchange rates; inflation; interest
rates; availability and price of labor and construction materials;
operational reliability; customer and regulatory approvals;
maintenance of support and regulatory approvals for projects;
anticipated in-service dates; weather; the timing and closing of
dispositions; the realization of anticipated benefits and synergies
of the Proposed Transactions; governmental legislation;
acquisitions and the timing thereof; the success of integration
plans; impact of capital project execution on future cash flows;
credit ratings; capital project funding; expected earnings;
expected future cash flows; and estimated future dividends.
Assumptions regarding the expected supply of and demand for crude
oil, natural gas, NGL and renewable energy, and the prices of these
commodities, are material to and underlie all forward-looking
statements, as they may impact current and future levels of demand
for Enbridge's and its Sponsored Vehicles' services. Similarly,
exchange rates, inflation and interest rates impact the economies
and business environments and may impact levels of demand for
Enbridge's and its Sponsored Vehicles' services and cost of inputs,
and are therefore inherent in all forward looking statements. Due
to the interdependencies and correlation of these macroeconomic
factors, the impact of any one assumption on a forward-looking
statement cannot be determined with certainty, particularly with
respect to the impact of the Proposed Transactions, expected
earnings and cash flow or estimated future dividends.
Forward looking statements involve risks and uncertainties
that may cause actual results to be materially different from the
results predicted. There are a number of important factors that
could cause actual results to differ materially from those
indicated in any forward looking statement including, but not
limited to: the risk that the Proposed Transactions do not occur;
negative effects from the pendency of the Proposed Transactions;
the ability to realize expected cost savings and benefits from the
Proposed Transactions; the timing to consummate the Proposed
Transactions; whether the Sponsored Vehicles or Enbridge will
produce sufficient cash flows to provide the level of cash
distributions they expect with respect to their respective units or
shares; outcomes of litigation and regulatory investigations,
proceedings or inquiries; operating performance of Enbridge and its
Sponsored Vehicles; regulatory parameters regarding Enbridge and
its Sponsored Vehicles; other Enbridge dispositions; project
approval and support; renewals of rights of way; weather, economic
and competitive conditions; public opinion; changes in tax laws and
tax rates; changes in trade agreements, exchange rates, interest
rates, commodity prices, political decisions and supply of and
demand for commodities; and any other risks and uncertainties
discussed herein or in Enbridge's or its Sponsored Vehicles' other
filings with Canadian and United
States securities regulators. All forward-looking statements
in this communication are made as of the date hereof and, except to
the extent required by applicable law, neither Enbridge nor any of
the Sponsored Vehicles assume any obligation to publicly update or
revise any forward looking statements made in this communication or
otherwise, whether as a result of new information, future events or
otherwise. All subsequent forward looking statements, whether
written or oral, attributable to Enbridge, its Sponsored Vehicles
or persons acting on their behalf, are expressly qualified in their
entirety by these cautionary statements. The factors described
above, as well as additional factors that could affect Enbridge's
or any of its Sponsored Vehicles' respective forward looking
statements, are described under the headings "Risk Factors" and
"Cautionary Statement Regarding Forward Looking Information" in
Enbridge's Annual Report on Form 10-K for the fiscal year ended
December 31, 2017, which was filed
with the U.S. Securities and Exchange Commission ("SEC") and
Canadian securities regulators on February
16, 2018, each of EEP's, EEQ's and SEP's Annual Report on
Form 10-K for the fiscal year ended December
31, 2017, which were filed with the SEC on February 16, 2018, ENF's Management's Discussion
and Analysis for the year ended December 31,
2017, which was filed with Canadian securities regulators on
February 16, 2018, and in Enbridge's
and its Sponsored Vehicles' respective other filings made with the
SEC and Canadian securities regulators, which are available via the
SEC's website at http://www.sec.gov and at http://www.sedar.com, as
applicable.
Additional Information about Enbridge and the Proposed
Transactions and Where to Find It
This communication
may be deemed solicitation material in respect of the Proposed
Transactions. The registration statements of Enbridge in respect of
the EEP, EEQ and SEP transactions were declared effective on
November 9, 2018 and definitive proxy
statements/consent statements, along with the applicable written
consents or forms of proxy, of EEP, EEQ and SEP were filed with the
SEC on November 9, 2018 and mailed to
the respective security holders of EEP, EEQ and SEP on or about
November 13, 2018. INVESTORS AND
SECURITY HOLDERS OF ENBRIDGE AND ITS SPONSORED VEHICLES ARE URGED
TO READ THE APPLICABLE REGISTRATION STATEMENT, DEFINITIVE PROXY OR
CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT
DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC OR CANADIAN
SECURITIES REGULATORS, AS APPLICABLE, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS. Investors, shareholders and unitholders can
obtain free copies of such documents containing important
information about Enbridge and its Sponsored Vehicles, through the
website maintained by the SEC at http://www.sec.gov or with
Canadian securities regulators through the SEDAR website at
http://www.sedar.com, as applicable. Copies can also be obtained,
without charge, by directing a request to Enbridge Inc., 200, 425 –
1st Street S.W., Calgary, Alberta,
Canada T2P 3L8, Attention: Investor Relations.
Participants in the
Solicitations
Enbridge, each of its Sponsored
Vehicles, and certain of their respective directors and executive
officers, may be deemed participants in the solicitation of
consents or proxies from the holders of equity securities of the
Sponsored Vehicles in connection with the Proposed Transactions.
Information about the directors and executive officers of Enbridge
is set forth in its definitive proxy statement filed with the SEC
on April 5, 2018. Information about
the directors and executive officers of EEP, EEQ and SEP is set
forth in EEP's, EEQ's and SEP's Annual Report on Form 10-K for the
fiscal year ended December 31, 2017,
respectively, each of which was filed with the SEC on February 16, 2018. Information about the
directors and executive officers of ENF is set forth in ENF's
Annual Information Form for the fiscal year ended December 31, 2017, which was filed with Canadian
securities regulators on February 16,
2018. Each of these documents can be obtained free of charge
from the sources indicated above. Other information regarding the
participants in any consent or proxy solicitation with respect to
the Proposed Transactions and a description of their direct and
indirect interests, by security holdings or otherwise, are
contained in the relevant definitive proxy or consent
statement/prospectus filed by Enbridge/EEP/EEQ and SEP with the SEC
on November 9, 2018.
About Spectra Energy Partners, LP
Spectra
Energy Partners, LP is one of the largest pipeline master limited
partnerships in the United States
and connects growing supply areas to high-demand markets for
natural gas and crude oil. These assets include approximately
16,000 miles of transmission pipelines, approximately 170 billion
cubic feet of natural gas storage, and approximately 5.6 million
barrels of crude oil storage. Spectra Energy Partners, LP is traded
on the New York Stock Exchange under the symbol SEP; information
about the company is available on its website at
www.spectraenergypartners.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media
Michael Barnes
Toll Free: (888) 992-0997
Email: media@enbridge.com
Investment Community
Toll Free: (800) 481-2804
Email: investor.relations@enbridge.com
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SOURCE Spectra Energy Partners, LP