TC Energy announces offer to acquire all outstanding common units of TC PipeLines, LP
05 Ottobre 2020 - 12:55PM
TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company)
today announced it has made a non-binding offer to acquire all the
outstanding common units of the master limited partnership TC
PipeLines, LP (NYSE: TCP) (TCP) not beneficially owned by TC Energy
or its affiliates in exchange for TC Energy common shares. Under
the proposal, TCP common unitholders would receive 0.650 common
shares of TC Energy for each issued and outstanding publicly-held
TCP common unit, representing an implied value of US$27.31 per
common unit based on the closing price of TC Energy common shares
on the New York Stock Exchange (NYSE) on October 2, 2020. This
reflects a 7.5 per cent premium to the exchange ratio implied by
the 20-day volume weighted average prices of TCP’s common units and
TC Energy’s common shares on the NYSE as of October 2, 2020. The
offer has been made to the Board of Directors of the general
partner of TCP (the TCP Board). As the general partner of TCP is an
indirect wholly-owned subsidiary of TC Energy, a Conflicts
Committee composed of independent directors of the TCP Board will
be formed to consider the offer pursuant to its processes.
The transaction is subject to the review and
favorable recommendation by the Conflicts Committee of the TCP
Board and approvals by the TCP Board, the Board of Directors of TC
Energy, and the holders of a majority of the outstanding common
units of TCP. It is also subject to the negotiation and execution
of an agreement and plan of merger, which would provide the
definitive terms of the transaction, including the exchange ratio,
and customary regulatory approvals. Any definitive agreement is
expected to contain customary closing conditions. There can be no
assurance that any such approvals will be forthcoming, that a
definitive agreement will be executed or that any transaction will
be consummated.
The proposed exchange ratio reflects a value for
all the publicly held common units of TCP of approximately US$1.48
billion, or 35.2 million TC Energy common shares, if completed on
the terms offered based on the closing price of TC Energy’s common
shares on the NYSE on October 2, 2020.
J.P. Morgan Securities LLC is acting as
exclusive financial advisor and Vinson & Elkins is acting as
legal advisor to TC Energy.
About TC EnergyWe are a vital part of everyday
life - delivering the energy millions of people rely on to power
their lives in a sustainable way. Thanks to a safe, reliable
network of natural gas and crude oil pipelines, along with power
generation and storage facilities, wherever life happens — we’re
there. Guided by our core values of safety, responsibility,
collaboration and integrity, our more than 7,500 people make a
positive difference in the communities where we operate across
Canada, the U.S. and Mexico.
TC Energy’s common shares trade on the Toronto (TSX) and New
York (NYSE) stock exchanges under the symbol TRP. To learn more,
visit us at TCEnergy.com.
Forward-Looking Information
This release contains certain information that is
forward-looking and is subject to important risks and uncertainties
(such statements are usually accompanied by words such as
"anticipate", "expect", "believe", "may", "will", "should",
"estimate", "intend" or other similar words). Forward-looking
statements in this document are intended to provide TC Energy
security holders and potential investors with information regarding
TC Energy and its subsidiaries, including management's assessment
of TC Energy's and its subsidiaries' future plans and financial
outlook. In particular, this news release contains forward-looking
information pertaining to, but not limited to, information with
respect to the following: the proposed transactions, including the
consideration payable in connection therewith and the effects
thereof. All forward-looking statements reflect TC Energy's beliefs
and assumptions based on information available at the time the
statements were made and as such are not guarantees of future
performance. As actual results could vary significantly from the
forward-looking information, you should not put undue reliance on
forward-looking information and should not use future-oriented
information or financial outlooks for anything other than their
intended purpose. We do not update our forward-looking information
due to new information or future events, unless we are required to
by law. For additional information on the assumptions made, and the
risks and uncertainties which could cause actual results to differ
from the anticipated results, refer to the most recent Quarterly
Report to Shareholders and Annual Report filed under TC Energy’s
profile on SEDAR at www.sedar.com and with the U.S. Securities and
Exchange Commission at www.sec.gov .
Important Notice to
Investors
This news release is not a solicitation of a
proxy, an offer to purchase nor a solicitation of an offer to sell
common units of TCP or common shares of TC Energy, and it is not a
substitute for any proxy statement or other filings that may be
made with the Securities and Exchange Commission ("SEC") should
this proposed transaction go forward. If such documents are filed
with the SEC, investors will be urged to thoroughly review and
consider them because they will contain important information,
including risk factors. Any such documents, once filed, will be
available free of charge at the SEC's website (www.sec.gov) and
from TCP.
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Media
Inquiries:Robin
Lee / Hejdi Carlsen403-920-7859 or 800-608-7859
Investor & Analyst
Inquiries:David Moneta / Hunter
Mau403-920-7911 or 800-361-6522
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