Pembina Pipeline Corporation Acquisition of KML Closes
CALGARY, Dec. 16, 2019 /PRNewswire/ - Kinder Morgan Canada Limited (TSX: KML) today announced that the Pembina Pipeline Corporation (TSX: PPL; NYSE: PBA) (Pembina) has acquired all of the outstanding common equity of KML (including the 70 percent majority voting interest held by Kinder Morgan Inc. (NYSE: KMI)) (the Arrangement). Under the Arrangement, KML shareholders are now entitled to receive .3068 shares of Pembina for each KML share held at the effective time of the Arrangement.
Pursuant to the Arrangement, KML has been amalgamated with a wholly-owned subsidiary of Pembina and the outstanding KML preferred shares have been exchanged for Pembina preferred shares with substantially the same terms and conditions. Dividends on the newly issued Pembina preferred shares will continue to be paid on the 15th day of February, May, August and November in each year, if, as and when declared by Pembina's board of directors.
Forms of letter of transmittal pursuant to which registered restricted voting and preferred shareholders of KML can submit their share certificates in order to receive the applicable Pembina shares under the Arrangement were mailed to all such registered shareholders, and are available under KML's profile at www.sedar.com. Restricted voting and preferred shareholders of KML who hold their shares through a broker are not required to submit a letter of transmittal; rather they will receive the applicable Pembina shares through their brokerage account.
The KML restricted voting shares and preferred shares will be delisted from the Toronto Stock Exchange (TSX) within a few trading days following closing. The Pembina common shares issued to the former holders of KML voting shares pursuant to the Arrangement will be listed on the TSX and on the New York Stock Exchange, and the Pembina preferred shares issued to the former holders of KML preferred shares will be listed on the TSX.
J.P. Morgan served as financial advisor to KML in the transaction. BMO Capital Markets served as financial advisor to the KML special committee in the transaction. Blake, Cassels & Graydon LLP acted as Canadian legal advisor to KML, and Bracewell LLP acted as U.S. legal advisor to KML. Goodmans LLP acted as legal advisor to the KML special committee in the transaction.
SOURCE Kinder Morgan Canada Limited