Pembina backs away from Inter Pipeline takeover, clearing way for Brookfield

Brookfield Infrastructure Partners LLP said it's confident its hostile bid for Calgary-based Inter Pipeline will be successful now that Pembina Pipeline Corp. has terminated its own rival offer.

Brookfield's $16-billion offer is now "the sole transaction on the table" for Inter Pipeline shareholders and any delay in accepting it would not be in shareholders' best interests, Brookfield spokeswoman Claire Holland said.

"We believe Inter Pipeline's board made the right decision," Holland said in an email. "This decision implicitly affirms the merits of our offer, which provides superior value, flexibility and certainty."

Pembina announced Monday it had terminated its bid for Inter Pipeline after its board advised it would no longer recommend shareholders support the deal. Pembina will pocket a $250-million break fee as a result.

The news came nearly two months after Inter Pipeline entered into a friendly $8.3-billion all-share deal with Pembina equal to $19.45 per share. The deal — which would have seen Inter Pipeline shareholders receive half a Pembina share for each Inter Pipeline share they hold — was struck in response to the hostile takeover bid from Brookfield that Inter Pipeline said undervalued its business.

Brookfield, Inter Pipeline's largest shareholder, subsequently raised its cash and share takeover offer to $19.75 per share, up from its earlier proposal valued at $16.50 per share. It later revised the offer by giving shareholders the option to receive their entire payment in cash, instead of a mix of cash and shares, if they desire.

Brookfield again raised its offer in mid-July to $20 in cash or 0.25 of a Brookfield Infrastructure share for each Inter Pipeline share, with a cap on the number of shares that are available.

At least two prominent shareholder advisory firms, ISS and Glass Lewis, recommended that Inter Pipeline investors reject the company's proposed sale to Pembina and instead support the takeover by Brookfield.

On Monday, Pembina CEO Mick Dilger said he was disappointed with the outcome.

"The industrial logic of a combined Pembina and Inter Pipeline remains unparalleled and the value creation between certain of our assets is impossible to replicate by any other entity," he said in a news release.

Dilger said the company will continue to seek opportunities for growth through "focused acquisitions."

"Pembina remains optimistic about its future, including the profitability of our existing business given foreseeable sector tailwinds, as well as with tremendous flexibility to pursue an ever increasing and more diverse set of opportunities for growth, some of which we were able to highlight and advance during this process."

Inter Pipeline said it is open to working with Brookfield to reach a "mutually agreeable transaction." The Brookfield offer expires on Aug. 6.

Earlier this month, the Alberta Securities Commission ruled in favour of Inter Pipeline and Pembina in a decision that was critical of the tactics used by Brookfield Infrastructure in the takeover fight.

The securities regulator upheld a $350-million break fee that Brookfield had sought to have cancelled.

It said Brookfield Infrastructure used "abusive" tactics in its attempt to buy Inter Pipeline and ordered the company to provide additional disclosure related to total return swaps it holds that give it economic exposure to Inter Pipeline's shares.

The regulator also raised the minimum tender conditions of the Brookfield Infrastructure offer to 55 per cent from a simple majority of the shares tendered by shareholders other than Brookfield and those acting in concert with it.